Document JvKpkdozEoLV43p8wap5e4Z5e

PLAINTIFF'S EXHIBIT 6* C . & S. F. RY. CO'S SECRETARY'S CONTRACT NO. 4 8 0 7-73 & / - -.yr-'v oOo -- L-' GULP, COLORADO AND SANTA FE RAILWAY COMPANY 1 .. .. and HOUSTON BELT & TERMINAL RAILWAY COMPANY -- oOo --- V. '!, 7V%i SUPPLEMENTAL AGREEMENT Relating to eliminating from %ease Contract, Secy's No. 4807, between the GC&SF Ry. Co. and HB&T Ry. Co., 49125 square feet of land sold August 11th_________ , 1953* toy GC&SF Ry. Co., to Askman Distributing Service, Inc. Dated DecemberxgS I 195_. SUPPLEMENTAL AGREEMENT entered Into this pflt.h day of 195.4, between GULF, COLORADO AMD SANTA FE RAILWAY COMPANY, a Texas corporation, hereinafter referred to as "LESSOR", as First Party, and HOUSTON BELT & TERMINAL RAILWAY COMPANY, a Texas Corporation, here inafter referred to as "LESSEE", as Second Party: WITNESSETH: RECITALS: On July 1, 1907, the parties entered into an agree ment (Lessor's Secretary's No. 4807) hereinafter referred to' as "Original Lease", whereunder Lessor leased to Lessee, for a period of ninety-nine (99) years, certain property in the City of Houston, Harris County, Texas, said property being fully described in Original Lease. Lessor herein conveyed to ASKMAN DISTRIBUTING SERVICE, INC., of the County of Harris, State of Texas, by Special Warranty Deed dated the 11th day of August , 1953, the following described portion of the property covered by the Original Lease, to-wit: All that certain tract or parcel of land being a portion of Block No. 193 lying and being situated on the South side of Buffalo Bayou, within the corporate limits of the City of Houston, Harris County, Texas, ** more particularly described as follows: Beginning at a point in the Northeasterly line of said Block lo. 193, which is also the Southwesterly line of Congress Avenue, said point of beginning being 12.0 feet Southeasterly, measured along said South westerly line of Congress Avenue, from the North corner of said Block, as originally established, said point of beginning also being the Southeasterly corner of that certain 12-foot strip of land off the Northwest side of said Block No. 193 conveyed by Grantor herein to the City of Houston by deed dated September 16, 1946; thence Southeasterly, along and with the North easterly line of said Block No. 193. a distance of 1 196.5 feet to a point for corner; thence Southwesterly, parallel with and 208.5 feet perpendicularly distant Southeasterly from the Northwesterly line of said Bl?ck, as originally established, which is also the Southeasterly line of St. Emanuel Street, a distance of 250.0 feet, more or less, to a point in the Southwesterly line of said Block; thence Northwesterly along and with the Southwest erly line of said Block, which is also the Northeasterly line of Preston Avenue, a distance of 196.5 feet to the Southwesterly corner or said 12-foot strip of land here tofore conveyed to the City of Houston as above referred to; thence Northeasterly along and with the Southeasterly line of said 12-foot strip of land, parallel with and 12.0 feet Southeasterly from the Northwesterly line of said Block;.which is also the Southeasterly line of St. Emanuel "Street, as originally established,, a distance of ifyhZfvk'leS* containing *f9,125.00 square feet of land, more., or less. Because of said conveyance of the property above men tioned, the parties hereto ddsirafco release from the terms of Original Lease the tract or parcel of land hereinabove described, and to correct certain discrepancies that have heretofore existed in the valuation base on which rental payments by Lessee herein are uased. AGREEMENT: ARTICLE I In consideration of the facts hereinabove set out in the Recitals hereof and of the premises, the parties hereto mutually agree as follows: 1. That, in supplements heretofore made to Original Lease, certain discrepancies have existed in the amount on which rental payments by Lessee are based, and it is the intention here of to correct such discrepancies so as to show the correct val uation remaining in the Original Lease, the details of which are enumerated in statement dated August 10, 1953, attached hereto, 2 'M marked Exhibit "A" and made a part hereof.' 2j That as of the 11th day of August, 1953* the tract V or parcel of land hereinabove described, be and the same is here by eliminated from the properties described in Original Lease to all intents and for all purposes, and the same shall not at any time thereafter be regarded or considered, for any purpose, as a part or parcel of the properties covered by Original Lease, and the interest rental base is hereby reduced from SEVEN r THOUSAND FOUR HUNDRED FORTY-EIGHT AND 28/lCXflft5l ($753,248.28) to SEVEN HUNDRED FIVE THOUSAND THREE HUNDRED FIVE AND 78/100 DOLLARS ($705,305*78). As herein and hereby supplemented and amended, the terbs of Original Lease shall be, continue and remain in full force and effect and wholly unaffected hereby. This Agreement, however, shall not become effective until assented to in writing in the form provided below by Chicago, Rock Island and Pacific Railroad Company; Fort Worth and Denver Railway Company; Guy A. Thompson, Trustee, The St. Louis, Brownsville and Mexico Railway Company, Debtor, (successor in interest to The St. Louis, Brownsville and Mexico Railway Com pany); Guy A. Thompson, Trustee, The Beaumont, Sour Lake & Western Railway Company, Debtor, (successor in interest to The Beaumont, Sour Lake & Western Railway Company) and The Hanover Bank, New York, the Trustee under the First Mortgage executed by Houston Belt & Terminal Railway Company dated July 1, 1937, to which reference is here made. - 3- IN TESTIMONY WHEREOF, the parties hereto have executed this Supplemental Agreement on the day and year herein written* >> i < GULF, COLORADO AND SANTA FB RAHWAY COMPANY .r/w ' v ;; I t , I ' ATTEST: Secretary f- - j i.. r ATTEST: HOUSTON BELT & TERMINAL RAHWAY COMPANY Y. President / The foregoing Supplemental Agreement 1 hereby assented to and approved, this the /fj-sT A. D. 'day of ATTBI:, .;. CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY/' 9 \ ; )iL Wll ATTEST.; 7* * >' Fort worth DENVER RAILWAY COMPANY bP. TtsT . VICS PRESIDENT '.s't; fcfm; Tin? PTH^r.l Esnsr?1 Crr^sel GUY A. THOMPSON, TRUSTEE, THE ST. LOUIS, BROWNSVILLE AND MEXICO RAILWAY COMPANY, DEBTOR Approved as to Form: Hutcheson, Ufejorro & Hutcheson Bv^Ss neral Attorneys Senior Executive Assistant GUY A. THOMPSON, TRUSTEE, THE BEAUMONT, SOUR LAKE & WESTERN RAILWAY COMPANY, DEBTOR By. Senior Executive Assistant THE HANOVER BANK, NEW YORK, as Trustee under First Mbrtgage of Houston Belt & Terminal Railway Company, dated July 1, j THE STATE OF ILLINOIS 0 COUNTY OF COCK 0 BEFORE me, the undersigned authority, on this day personally appeared R. G. IWSi.'i wcs. President of GULF, COLORADO AND SAlttA ihB RAILWAY COMPANY, a corporation, known to me to be the person whose name is subscribed to the foregoing Instrument, and acknowledged to me that he executed the same for the purposes and considerations therein expressed. In the capacity therein stated, and as the act and deed of said corporation* THE STATE OF TEXAS COUNTY OF HARRIS 0 0 BEFORE me, the undersigned authority, on this day personally appeared J* T. ALEXANDER, President of Houston Belt & Terminal Railway Company, a corporation, known to me to be the person whose name Is subscribed to the foregoing Instrument, and acknowledged to me that he executed the same for the pur poses and consideration therein expressed, In the capacity there in stated, and as the act and deed of said corporation. GIVEN under my hand and seal of office, this the day of &6Sr~,~* " ` ^ i. , A D 19SF. Notary Pubiic In and for Harris County, Texas - 6- Subject* Lease - llSiT Railway Company - Houston m 3 Gfi .vas',. on, June 22, 1^55A ct 3693 / to. Donahpi ..eferring to your memorandum of Hay 13* *954 files 7121-530-1 end 7121-527* recording proposed supfImmatal agrsentnt bstvsen the QCfcSF aid HEM Railway Companies providing for a corrected balance In the w interest rental bees and providing for the elimination of certain property sold to Aakmen Distributing Service, Inc.1 This supplement has now been executed on behalf of all concerned and I roturn herewith the Santa fa Original. Will you kindly prepare the extra eoplaa and forward papers to Secretary Manning for filing and distri bution. By wopy hereof* I am asking Mr, Manning to famish me with an additional copy of the supplement after it haa bean assigned a contract soaker* for transmittal to Mr. Tasker. os Masers, lortly / Manning/ Subject* Release from GC&SF Lease No- 4807 to HBdl of land sold to Askman Distributing Service, Inc. Houston - Galveston - October 6, 1955 7121-527 Mr. J. A. Manning: Enclosed herewith for filing In your records is original of supplemental agreement between GC&SF By. Co. and HB&T By. Co. providing for corrected balance in the interest rental base and providing for the elimina tion of certain property sold to Askman Distributing Service, Inc. j, at Houston, Texas, by deed dated August 11, 1953 assigned GC&SF Sale Ho. 6131. Also enclosed are nine extra copies of above supplemental agreement for distribution. In this connec tion please refer to Mr. Cowley's letter of June 22, in which he requests that an extra copy of the supplement beating your contract number be sent to him for tranfcv mittair to Mr. Tucker* V. T. Dono GAS/ed ends. cc: Mr. L. M. Olson Mr. J. F. Lovely - D-113-76 Statement showing areas of Property sold at Houston able Value of Property leased to HB4I and shop Traoks and other Paollltles - lAoquir-, ,`ed-Deedt le No.. !. Jo T [ | i As Released froa or t iParoel, Hap i HBftT Loan______ Jttenaining Prca __ Wq. I Mo. t Area--tUnlt Val i Total tin i.mmmm it ^ '1 597 City of m Houston 6-26,, 2620SF Pt.7 3-4 631 9- 9-28 17.1908P 13,026SP Pt.9 * 365 Ln.Star r-105 JSC* 4-17-37 23008F Pt.8 8-5 2300SP 26 Hot Released t ay 1769*529*50 26jjDSI 17*190 SI 13*0 26sf ^769.529*50 * * 00.00 ff$Ajh9.529*50^ Hot Released 769,529*50 >31 >SI Po?W 00. 1-11-45 3*49560 Pt.3 S-2 3*495ao $ 400.00 -1398.00 768,131.50 3&95J m - 314 - Damon fells n-]>45 4-2-46 0.62440 Pt.2 s-i 0.62440 0*66540 Pt*5 * 0.66540 50.00 50.00 -31.20 -64*45 0.624a 0.663d 768,067*05 I1 21.857SP Pt.7t 3-4 21.857SP .074336 -1624.76 766,442.29 21.857 325 City of Houston 9-16-46 1200SP Pt.23 S-5 1200SP 0.98 -1176.00 1200S - e 1800SP Pt.24 1800SF 0.98 -1764.00 1800 -2940.00 763,502.29 371 - Beals Bros. Bag Co. 9- 1-48 20.839SF Pt.8 3-7 20*839SF 0.20 -4167.80 759,334.49 S0.831 368 - Damon Walls 12-10-48 6U897SF Pt.7o 3-4 61.897SF 0.20 -12,379*40 746,955.09 >1,89' o3rJ * 31924Contract No_ SftLF, Colorado and Santa Fe Railway Co. .^,.2 SECRETARY'S OFFICE --------------------- 5 BETWEEN HOUSTON BELT MW TEHIIKAL ;0m. .. .... *- RAILWAY COMPANY pBtw-v*-.--- ----- AND Mat*** 1R, 1954 fan, 1, 1954___________ rxpires _on_ Thirty days' rfwte-----------:------------------ BRIEF 'm.mntPB -n*~ -tngMgPHmra .notice ^tlres on Santa Fe pole line be- tween UP 19 plus 1 pples, and ------- W*~23'plus 16 pUes,------ 1 19 22 plus plus 12 8 poles and poles, ----------- Mg plus 16 poles and ________MP 23 plus 5 poles, at Houston, Texas*______________ Cards ^ (Form 721 Refelsr) May 1954__ SEC BACK  ' * A \ Fora 2178 Standard 31924 (Approved by Canl Solicitor) PERMISSION TO ATTACH TELEPHONE OR TELEGRAPH WIRES TO POLE LINE . AGREEMENT, Made this15itL__ day of.............................March, 19 54 by and between . .. GULF, COLORADO AND SANTA FERAILWAY COMPANY, a---------------- Texas---------corporation, party of the first part, hereinafter called the "Licensor," and_____ HOUSTON PELT AND TERMINAL RAILWAY COMPANY, a Texas Corporation hereinafter, whether one party or more, called the "Licensee," party of the second part: WITNESSETH: That for and in consideration of the faithful performance by the Licensee of its covenants and agreements herein contained, the Licensor hereby consents to and permits the erection and/or maintenance, and operation by the Licensee, at its own expense, upon the terms and conditions herein set forth, of._________________________________ gauge-- wires for telephone or telegraph transmission upon brackets or crossarms of the------ T.jic_?_ns_OT________ and on the poles owned by the Licensor as follows: Between Mile Post 19 plus 12 poles and Mile Post 23 plus 16 poles, 1108 attachments to crossarms 25 per annum per attachment; between-Mile Post 19 plus 12 poles and Mile host 22 plu3 8 poles, 26,8u mlies wire annum per aila; between Mi-le--Poat--2"plttS- l6-po-lee- aRd-44-H-e-Pe6t -23 plus .5 poles, 16 bracket attachments 6 204 per annum per attachmentHouston District, at Houston, Texas. In consideration of the use of said poles the Licensee agrees: 1. To pay to the Licensor annually, in advance, as rental for the use of said poles, a rental charge of Four Hundred Ninety-four and 60A0O---------------------------------------- Tlollnra (y 494.60 ). 2. To locate and at all times while this agreement is in force, maintain the wires in a manner satisfactory to the Licensor, subject to its standard regulations and in such manner as shall not conflict with its own use of said poles, nor interfere with the working or the use of its wires thereon. 3. That in the event of any construction, reconstruction or other work which will necessitate changes in the location of or disturb the wires of the Licensee, the Licensee shall either itself care for its wires during the period of such work, or if the Licensor shall care for such wires, the Licensee shall pay to the Licensor the cost properly chargeable to the Licensee on the basis of the number of wires so changed or disturbed. The Licensee shall at any time at its own expense upon thirty (30) days' written notice from the Licensor, relocate, change, alter, improve, or renew its wires and fixtures on said poles in such manner as the Licensor may direct. The Licensee shall not at any time make any changes in the location of its attachments or wires without the written consent of the Licensor in each instance. 4. To at all times indemnify and save harmless the Licensor against and to pay in full all loss, dam age or expense that the Licensor may sustain, incur, or become liable for, resulting in any manner from the construction, maintenance, use, state of repair, or presence of the wires of the Licensee upon said poles, includingany such loss, damage or expense arising out of (a) loss of or damage to property, (b) injury to or death of persons, including any liability under workmen's compensation law or other similar law or under any plan for employees' benefits which the Licensor has or may adopt, (c) mechanics' or other liens of any character, or (d) taxes or assessments of any kind. Licensor shall not be liable for any damage, howsoever caused, to the wires and fixtures of the Licensee, whether due to negligence or otherwise. 5. That if at any time the Licensee shall fail or refuse to comply with or carry out any of the covenants herein contained the Licensor may at its election forthwith revoke this license. 6. That this license may be terminated at any time by either party hereto giving to the other thirty (30) days' written notice of its desire so to do. In the event of such or any other termination, the Licensee shall promptly remove its wires, together with insulators and fixtures, from said poles. If the same shall not be removed within sixty (60) days after the date of termination, the Licensor may, at its election either make such removal for the account and at the sole cost of the Licensee, or may take and hold such wires, insulators, and fixtures as its sole property. No termination hereof shall release the Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or such later date when said wires, insulators and fixtures may be removed, or the Licensor may take and hold such wires, insulators and fixtures as its sole property as in this Section 6 provided. In case of such termination by the Licensor before the expiration of any year for which pole rental shall have been paid, then, and not otherwise, shall the Licensor refund to the Licensee the charge for pole rental for the unexpired portion of such year. 7. Any notice to be given by the Licensor to the Licensee hereunder shall be deemed to be proper ly served if the same be delivered to the Licensee, or if deposited in the postoffice, postpaid, addressed to the Licensee at__________ ___________________________ ___________ 8. No use of the Licensor's poles, under this license, however extended, shall be taken as creating or vesting in the Licensee any ownership, property, or interest in said poles. 9. This license is personal to the Licensee, and said wires shall be used for the Licensee's telephone or telegraph business only, and shall not at any time be used in the transaction of any business competi tive with the business of the Licensor. 10. In the event that the Licensee herein embraces two or more persons or corporations, all the covenants and agreements of the Licensee herein shall be the joint and several covenants and agreements of such persons or corporations. IT IS MUTUALLY AGREED that this license shall be binding upon and inure to the benefit of the parties and their legal representatives and assigns, respectively, in the ownership or control of their general properties respectively, but the Licensee shall not assign, transfer, or sublet any privilege here by granted without the written consent of the Licensor in each instance. Nothing herein shall be construed as a guaranty to Licensee of permission from municipal authorities or property owners to use said poles of the Licensor. It is expressly understood and agreed that the wires covered by this agreement, or any extensions to such wires, shall not be attached tQ poles or other supporting structures carrying open wire supply circuits or supply circuits in cable not having permanently grounded continuous metal sheath, the volt age or currents of which are in excess of those specified in the following table, unless such special electri cal protection as may be designated by the Licensor is installed between the supply line and the telegraph line: Kind of Circuit Maximum Allowable Voltages or Currents Constant Potential A. C........... :... 5,000 volts between conductors (2,900 volts to neutral or ground) Constant Potential D. C.................. 750 volts to ground Constant Current A. C.................... 7.5 amperes It is further mutually agreed that this agreement shall become effective on the-- V.---------day Janua-y iq 54. and cancel3 and supersedes CCxZS .lecr.t,-.:-. 'i of--------------------------------------------------- ' iy Contract 19249. IN WITNESS WHEREOF, the parties have caused this instrument to be executed in duplicate the day and year first above written. Approved as to 7orir.: Its...-2reaident~aad_4eneraI-l'iana3eE-- ,o2> 'V> Contract No. 32828 Gulf, Colorado and Santa Fe Railway Co. SECRETARY OFFICE BETWEEN HOUSTON BELT AND AND i?. Dated___ In Effect- .Trh- Expires Sept, 1, 1955 Sept. 1, 1955 sn--thlfty_daj> `notice BRIEF TELEGRAPH m** TELttPHnira Traasal salon wire nvt anta Fo PoXe line--between 15 poles and MP 23 pine 3g_nnlea Houston. Taxes. Cards (Form 721 Regelef) / JAN '55 SEC BACK 4 NTSACT no....--- j. ojv'iv'" Form 2173 Standard (Apprarad bf General Solicitor) PERMISSION TO ATTACH TELEPHONE OR TELEGRAPH WIRES TO POLE LINE AGREEMENT, Made this. 1st .--day of.. ... 19.55.__ by and between....Q?^...CaQB^RAILWAY COMPANY, a...-?xascorporation, party of the first part, hereinafter called the "Licensor," and _________ HOqgTOW Rg>T amp TffiMTBAT. RAHMil CCMPANI, a Taocaa corporation hereinafter, whether one party or more, called the "Licensee," party of the second part: WITNESSETH: That for and in consideration of the faithful performance by the Licensee of its covenants and agreements herein contained, the Licensor hereby consents to and permits the erection and/or maintenance, and operation by the Licensee, at its own expense, upon the terms and conditions herein set forth, of____ Iftmbar 9gauge__________________________PPPP*?__________________________ _______ wires for telephone or telegraph transmission upon broohsto or crossarms of the.. and on the poles owned by the Licensor as follows:__Oft.P&Pg- 15 poles Mnt Pnm*- 3? plus 32 poles, underground cable pole. lateral 73-A. Houston. Texas. a distance Of 3.60 pllea or 7.20 wire alia* at 16.00 par tntnxm gyr trim nils. In consideration of the use of said poles the Licensee agrees: 1. To pay to the Licensor annually, in advance, as rental for the use of said poles, a rental charge nf yiTij 60^00 -- -- -- -- -- -- -- -- ~ -- -- -- -- -- -- -- --Dollars ($_5?6Q). 2. To locate and at all times while this agreement is in force, maintain the wires in a manner satisfactory to the Licensor, subject to its standard regulations and in such manner as shall not conflict with its own use of said poles, nor interfere with the working or the use of its wires thereon. 3. That in the event of any construction, reconstruction or other work which will necessitate changes in the location of or disturb the wires of the Licensee, the Licensee shall either itself care for its wires during the period of such work, or if the Licensor shall care for such wires, the Licensee shall pay to the Licensor the cost properly chargeable to the Licensee on the basis of the number of wires so changed or disturbed. The Licensee shall at any time at its own expense upon thirty (30) days' written notice from the Licensor, relocate, change, alter, improve, or renew its wires and fixtures on said poles in such manner as the Licensor may direct. The Licensee shall not at any time make any changes in the location of its attachments or wires without the written consent of the Licensor in each instance. 4. To at all times indemnify and save harmless the Licensor against and to pay in full all loss, dam age or expense that the Licensor may sustain, incur, or become liable for, resulting in any manner from the construction, maintenance, use, state of repair, or presence of the wires of the Licensee upon said poles, including any such loss, damage or expense arising out of (a) loss of or damage to property, (b) injury to or death of persons, including any liability under workmen's compensation law or other similar law or under any plan for employees'benefits which the Licensor has or may adopt, (c) mechanics' or other liens of any character, or (d) taxes or assessments of any kind. Licensor shall not be liable for any damage, howsoever caused, to the wires and fixtures of the Licensee, whether due to negligence or otherwise. 5. That if at any time the Licensee shall fail or refuse to comply with or carry out any of the covenants herein contained the Licensor may at its election forthwith revoke this license. 6. That this license may be terminated at any time by either party hereto giving to the other thirty (30) days' written notice of its desire so to do. In the event of such or any other termination, the Licensee shall promptly remove its wires, together with insulators and fixtures, from said poles. If the same shall not be removed within sixty (60) days after the date of termination, the Licensor may, at its election either make such removal for the account and at the sole cost of the Licensee, or may take and hold such wires, insulators, and fixtures as its sole property. No termination hereof shall release the Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or such later date when said wires, insulators and fixtures may be removed, or the Licensor may take and hold such wires, insulators and fixtures as its sole property as in this Section 6 provided. In case of such termination by the Licensor before the expiration of any year for which pole rental shall have been paid, then, and not otherwise, shall the Licensor refund to the Licensee the charge for pole rental for the unexpired portion of such year. 7. Any notice to be given by the Licensor to the Licensee hereunder shall be deemed to be proper ly served if the same be delivered to the Licensee, or if deposited in the postoffice, postpaid, addressed to the Licensee at__Houston^ Texas______________________________________________________ 8. No use of the Licensor's poles, under this license, however extended, shall be taken as creating or vesting in the Licensee any ownership, property, or interest in said poles. 9. This license is personal to the Licensee, and said wires shall be used for the Licensee's telephone or telegraph business only, and shall not at any time be used in the transaction of any business competi tive with the business of the Licensor. 10. In the event that the Licensee herein embraces two or more persons or corporations, all the covenants and agreements of the Licensee herein shall be the joint and several covenants and agreements of such persons or corporations. IT IS MUTUALLY AGREED that this license shall be binding upon and inure to the benefit of the parties and their legal representatives and assigns, respectively, in the ownership or control of their general properties respectively, but the Licensee shall not assign, transfer, or sublet any privilege here by granted without the written consent of the Licensor in each instance. Nothing herein shall be construed as a guaranty to Licensee of permission from municipal authorities or property owners to use said poles of the Licensor. It is expressly understood and agreed that the wires covered by this agreement, or any extensions to such wires, shall not be attached to poles or other supporting structures carrying open wire supply circuits or supply circuits in cable not having permanently grounded continuous metal sheath, the volt age or currents of which are in excess of those specified in the following table, unless such special electri cal protection as may be designated by the Licensor is installed between the supply line and the telegraph line: Kind of Circuit Maximum Allowable Voltages or Currents Constant Potential A. C.................. 5,000 volts between conductors (2,900 volts to neutral or ground; Constant Potential D. C.................. 750 volts to ground Constant Current A. C.................... 7.5 amperes It is further mutually agreed that this agreement shall become effective on the------ 1stday of...... .... , IN WITNESS WHEREOF, the parties have caused this instrument to be executed in duplicate the day and year first above written. HOUSTON BELT 4NP CCM?1NY THIS AGREEMENT Is entered Into between GULP, COLORADO AND SANTA PE RAHWAY" COMPANY, hereinafter referred to as "Santa Fe", FORT WORTH AND DENVER RAILWAY COMPANY, CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY, and Guy A* Thompson, Trustee of &E BEAUMONT, SOUR LAKE & WESTERN RAILWAY COMPANY, THE ST. LOUIS, BROWNSVILLE AND MEXICO RAILWAY COMPANY, INTERNATIONAL-GREAT NORTHERN RAILBBAD COMPANY and SUGAR LAND RAILWAY COMPANY, Debtors, to permit Santa Ffe to dlseontlnue use of the Crawford Street freight. station of the Houston Belt and Terminal Railway Company, herein^ ' after referred to as "Belt", at Houston, Texas, for truck-handled*^ LCL freight. It Is agreed that: 1. Santa Fe Is hereby given the right, subject to similar rights being given to each of the other parties hereto, to discontinue the use of the Belt Crawford Street freight station and the services of the Belt for the handling of LCL freight arriving at or departing from Houston by highway truck. It being understood that any LCL freight handled by Santa Fe, or any other parties hereto who may exercise such right. Into or out of Houston w In railroad oars will continue to move through the Crawford Street and/or Settegast Yard freight station and be handled by Belt as the agent of such party as In the past. All carload freight of Santa FS ahdlsuch other party will likewise continue to be handled by Belt as Its agent. 2. Santa Fe and any other parties hereto who may exercise tl rights herein given will continue to pay Its or their user basis proportion as fixed from time to time by the Belt of (l) the \ Crawford Street warehouse expense, ana (2) the Crawford Street freight station office expense. 3. The parties hereto using the Settegaot 'fura freight station of the Belt for the hanuliug 01 their LCL freight shall have the right, if they so elect, to discontinue the services of the Belt in the preparation, uanaling ana accounting o. a*iu for way bills, freight bills, QS&D's, and other clerical, work and iif^She'`inspection of freight at the Belt Crawford Street '*"r freight station?and/or the Belt Settegast Yard freight station.-*--- Zf. Santa Fe ano. auc*- cue o^ner ^*.3 shall have exercised the rights given in Paragraphs 1 and 3 hereof shall indemnify each of the other parties hereto and the Belt from and against any expense arising out of claims of Belt employees resulting from the discontinuance of the use of the Belt Crawford Street and Settegast Yard freight stations and the services of the Belt as herein provided. 5. This agreement shall extend for a period oi four years and eleven months from the date of its execution and thereafter, if not then terminated, shall continue in effect subject to cancellation by any one of tne parties upon giving six months' advance notice in writing to the other parties executing this contract. The Beaumont, Sour Lake & Western Railway Company, The St. Louis, 3rownsville and Mexico Railway Company, International- Great Northern Railroad Company, and Sugar n-.nd Railway Company -2- and each, pursuant to Section 77 of the Bankruptcy Act approved March 3, 1933, is now in process of reorganization and each is being operated by the undersigned Trustee, under Jurisdiction of the United States District Court, Eastern Division, Eastern District of Missouri, and upon the date that ownership or control of each railroad and property of each railroad company by said Trustee, or suceesso '!h*ustee or Trustees, shall cease, this agreement ^ shall ipso facto terminate, unless pursuant to the decree of theV>? said Court, said agreement shall be continued in effect by the party succeeding to such ownership or control of each of said railroads. This agreement is executed in seven counterparts on July 7, 1955. GULF, COLORADO AMD SANTA FE RAILWAY COMPANY By: ItsVice President FORT WORTH AND DENVER RAILWAY fQMPftNY APPROVED /'S 10 FORM. CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY Its EXECimvftvictf PREsroon GUY A. THOMPSON, TRUSTEE OF EACH: (1) THE BEAUMONT, SOUR LAKE & WESTERN RAILWAY COMPANY, Debtor. (2) THE ST. LOUIS, BROWNSVILLE AND MEXICO RAILWAY COMPANY, Debtor. (3) INTERNATIONAL-GREAT NORTHERN RAILROAD COMPANY, Debtor. (4) SUGAR LAND RAILWAY COMPANY, debtor. ,^0n fnr HxHciitrfvff ftsslstAnt On notion duly mace, ooc^r.i<iC o.-.t , it. was HESULVED, That the minutes of annual Besting held Novsaber 10, 1954, also special nesting* held February 2, 1955 and July 7, 1955, of the Board of Directors of Houston Belt k Terminal Railway Company, as recorded by the Secretary be and they are in all thing* approved. ELECTION OP OFFICERS On notion duly made and seconded the following officers were unanimously elected for the ensuing year: Hr. J. ?. Alexander Hr. K. H. Pogg Hr. P. E. Bates Hr. A. B. Higgins Hr. 0. J. Heatly Fulbright-Crooker-Freeaan- Bates & Jaworski Mr. R. T> Chamber* Mr* H, L. Sandel Mr. W. A. Little Hr. J. Riley President and General Manager Vice President 7ice President Secretary and Treasurer asst. Secretary and Asst.Treasure Ceneral Attorneys Auditor Chief Engineer Industrial Comisaioner Purchasing Agent ELECTION OF dBCPTXVE COMMITTEE On motion duly made and seconded the following were unanimously elected members of the Executive Conmittee for the ensuing year. Mr. p. E, Bates, representing The Beaumont, Sour Lake and Western Railway Company Mr., E. C, Sheffield, representing The St .Louis,Brownsville and Mexico Railway Company Mr. K. H. Fogg, representing Gulf, Colorado and Santa Fe Railway Company Hr. John M. Spann, representing Chicago,Roek Island & Pacific Railroad Company Hr. R. Viigfet Armstrong, representing Fort Worth & Denver Railway Company RESOLUTION AUTHORIZING THE EXECUTION OF SUPPLEMENTAL AGREEMENT OF NOVEMBER 9, 1955 TO THE 1943 OPSRaTXHG AGREEMENT On motion duly made, seconded and unanimously carried it was RESOLVED, That the fora of Supplemental Agreement of November 9, 1955 to the 1943 KB&T Operating ..greement, between this Company and the Using Lines of this Company, covering the lease of certain I-GN properties to the HB&? Railway Company, be and the same is hereby approved, and that the President of this Company be and he im hereby authorised and directed to execute said Supplemental Agreement on behalf of, and in the name of this Company.. * SUPPLEMENTAL AGREEMENT to 1948 HB&T OPERATING AGREEMENT between HOUSTON BELT & TERMINAL RAILWAY COMPANY CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY FORT WORTH AND DENVER RAILWAY COMPANY GULF, COLORADO AND SANTA FE RAILWAY COMPANY and GUY A. THOMPSON as Trustee of the properties of THE BEAUMONT, SOUR LAKE & WESTERN RAILWAY COMPANY THE ST. LOUIS, BROWNSVILLE AND MEXICO RAILWAY COMPANY INTERNATIONAIeGREAT NORTHERN RAILROAD COMPANY and SUGAR LAND RAILWAY COMPANY Dated as of. 1955 SUPPLEMENTAL AGREEMENT, cade as of * _________________ f 1955, between HOUSTON BELT & TERMINAL RAILWAY COMPANY (Belt), CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY (Rock Island), FORT WORTH AND DENVER RAILWAY COMPANY (Denver), GULF, COLORADO AND SANTA FE RAILWAY COMPANY (Santa Fe), and GUY A. THOMPSON, as Trustee of the properties of (1) THE BEAUMONT, SOUR LAKE & WESTERN RAILWAY COMPANY (Beaumont or Beaumont Trustee), (2) THE ST. LOUIS, BROWNSVILLE AND MEXICO RAILWAY COMPANY (3rownsville or Brownsville Trustee), (3) ErTERNATIQIIAL-GREAT NORTEERN RAILROAD COMPANY (I-GN or I-Git* Trustee), and (k) SUGAR L.UW RAILWAY1 COMPANY (Sugar Land or Sugar Land Trustee), the above-named Railroads being hereinafter soaetines referred to by the terns in paren theses immediately following their respective names; WHEREAS, the parties named above, or their predecessors, executed or caused to be executed as of November 15, 19^, a certain written agreement, hereinafter referred to as the "Operating Agreement", for the purpose of unifying the Houston terminal facilities and operations of the parties thereto; WHEREAS, Section l.k of said agreement provided for the leasing of certain I-GN property to the Belt by an instrument substan tially in the fora annexed thereto as "Exhibit C", and briefly described the real estate and other fixed physical property to be included in said lease, therein and hereinafter referred to as "Leased Properties"; WHEREAS, said lease annexed to Operating Agreement as "Exhibit C" was duly executed by Guy A. Thompson as Trustee, International-Great Northern Railroad Company, Debtor, and by F. E. Bates and J. P. Cowley as Vice Presidents of Houston 3e!t & Terminal Railway Company, all as of June 1, 1950, anc said lease fully describes the real estate and other fixed physical property covered thereby and sete forth its terms, condi tions, and limitations; WHEREAS, 1-0 owns certain additional real estate and physical property which are located within the limits of the Leased Properties as described in the Operating Agreement, but which were excluded from or not included in the Operating Agreement nor in "Exhibit C" thereof; WHEREAS, 3elt desires to lease from I-ON a portion of said additional real estate and physical property, and I-GN desires to lease to 3elt said portion of said additional real estate and physical property, hereinafter described, upon the terns and conditions hereinafter set forth and which are acceptable to the parties hereto; I7CW, THEREFORE, it is agreed between the parties hereto: (1) That the Belt shall lease fhoa the I-GN, and the I-GN shall lease to the Belt, by an instrument substantially in the fora annexed hereto as "Supplemental Exhibit C", hereinafter referred to as "Supple mental I-GN Lease", and upon the terms and conditions therein contained, the real estate and physical property described therein, which real estate and physical property are owned by the I-GN and are located within the limits of the Leased Properties as described in the Operating Agree ment, but which were excluded from or not included in the Operating Agreement, nor in "Exhibit C" thereof; (2) That, for the reason that those three certain trades owned by the I-GN and herein and elsewhere identified as I.C.C. Number 142-A, -2- I.C.C. Number 142-Q, and I.C.C. Number 143-3, are, under the terms of Supnlemental I-GN Lease, nov to be leased by the I-GN to the Belt, the I-(SI is hereby relieved of the necessity of retiring said three tracks, the removal of which was required under the provisions of said Operating Agreement and "Exhibit C" thereof; (3) That the sum of $2,6140.00 is to be added to the Basic Valuation as defined in Section 1.4 of the Operating Agreement and estab lished in covenant titled "Second" in "Exhibit C" thereof, in the manner and for the reasons set out in paragraph numbered (5) in said Supplemental I-GN Lease; (14) That the Operating Agreement and "Exhibit C" thereof were intended to include, and shall be construed as having included, the following described trackage and land, and it is confirmed that the value of said trackage anc land was included in the Basic Valuation as defined in Section 1.4 of said Operating Agreement and established in covenant titled "Second" in "Exhibit C" thereof; (a) The Magnolia Park connecting track, I.C.C. Number 24l232, extending Westerly and Southerly a distance of approximately 1,108 feet from its Northerly point of switch in the track formerly serving as the main line of I-GN Valuation Section Number 4-C to its Southerly point of switch in track I.C.C. Number 233; also so much of the Southerly portion of said track I.C.C. Number 233 as may be required to afford a proper connec tion between said Southerly end of track I.C.C. Number -3- 241-232 aad the trad: formerly serving as the main line of I-Gif Valuation Section Humber 2, said required portion of said track I.C.C. Humber 233 being approximately 62 feet in length. (b) A 20-foot strip of land, lying 10 feet on each side of that oortion of said track I.C.C. Humber 241-232 located vithin the boundaries of that certain 8.35"&c-e tract described under "4-lhe Commerce Avenue Mechanical Facilitie shown on Map Exhibit 4" under "Schedule of Excepted - Properties" attached to "Exhibit C" of the Operating .-gree- ment. The above-described trackage and land are located as shown by broken orange line and by broken orange outline, respectively, on map attached to the annexed Supplemental I-Gif Lease as "Exhibit No. ?-3up.", and signed, for identification, by the Chief Engineers of the Gulf, Colorado and Santa Fe Railway Company, the Chicago, RocI: Island and Pacific Railroad Company, and the Fort '.forth and Denver Railway Company, and by the Assistant Chief Engineer of The Beaumont, Sour Lake & Western Railway Company, The St. Louis, Brownsville and Mexico Railway Company, and the International-Great northern Railroad Company. This agreement is executed by Guy A. Thompson as Trustee of the debtor companies comprising each the 3eaumont, Brownsville, I-GIf and Sugar under authority of an Order of the United States District Court for the Eastern District of Missouri, Eastern Division, in proceed ings under Section 77 of the Bankruptcy Act, as amended, entitled "In the -4- Matter of Missouri Pacific Railroad Cozpany, Debtor, la Proceedings for the Reorganization of a Railroad, No. c935", and all his dirties and obligations herein provided for are as such Trustee and not individually; and said agreement shall bind and inure to the benefit of any successor trustee or trustees of the railways and properties of, respectively, Beaumont, Brownsville, I-GN, and Sugar Land, hereafter appointed in the aforesaid Reorganization Proceedings, and, upon termination of said trusteeship, the person or corporation acquiring the railways and properties of said respective debtor companies, whether by purchase, dismissal of the Reorganization Proceedings, or pursuant to a plan of reorganization, ar otherwise, shall be and become entitled to the benefits of and bound by all the terms and provisions of this agreement applicable to any such debtor company. IN WITNESS WHEREOF, the parties hereto have duly executed or caused duly to be executed this agreement as of the day and year first herein written. ATTEST: Secre-cary HOUSTON BELT & TERMINAL RAILWAY COMPANY By President ATTEST: Secretary CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY By President >5- secretary FORT WORTH AND DENVER RAILWAY COMPANY 3y resident ATTEST: Secretary GULF, COLORADO AND SANTA FE RAILWAY COMPANY 3y President Trustee of Luca: (1) THE BEAUMONT, SOUR LAKE V/HSTERN rah:;a-.y company, debtor (2) THE ST. LOUIS, 3RCUNS7IL1I AND MEXICO RAHLWA.Y COMPANY, DE3TCE (3) ZHTTOLYriarLw-GIULYr NORTHERN EAILECA3 CCMPAPTY, DEBTOR (li) SUSAN LAND RAILWAY COMPANY, DEBTOR -6- SUPPLEMENTAL EXHIBIT C SUPPLEMENTAL I-GN LEASE 'PPTS SUPPLEMENTAL AGREEMENT OF LEASE, made aa of this ' day of ^ -- - 1955, by and between OUT A. THOMPSON, TRUSTEE, nnTHNATIQITAL-GREAT NORTHERN RAILROAD COMPANY, DEBTOR, hereinafter called "I-Cai", and HOUSTON BELT & TERMINAL RAHWAY COMPANY, a corporation created and existing under the lavs of the State of Texaa, hereinafter called "Belt"; WITNESSETH: -- WHEREAS, Houston Belt & Terminal Railway Company, Chicago, Rock Island and Pacific Railroad Company, Fart Worth and Denver Railway Company, Gulf, Colorado and Santa Fe Railway Company, and Guy A. Thompson, as Trustee of the properties of (l) The 3eaumont, Sour Lake & Western Railway Company, (2) The St. Louis, Brownsville and Mexico Railway Company, (3) International-Great Northern Railroad Company, and (b) Sugar Land Railway Company, are now operating under the terms of a certain written agreement, hereinafter referred to as the "Operating Agreement", executed by them or their predecessors as of November 15, 19^6, lor the purpose of unifying the Houston terminal facilities and operations of the parties thereto; WHEREAS, a written Agreement supplemental thereto between the same parties and hereinafter referred to as "Supplemental Agreement", was entered into as of _________, 1955/ to which this Supplemental I-GN Lease is attached aa "Supplemental Exhibit C", and said Supplemental Agreement provided for the leasing to the Houston Belt & Terminal Railway -7- Company by Guy A. Thompson, Trustee, International-Great northern Railroad Company, Debtor, of certain real estate and physical property owned by I-GN and located within the limits of the Leased Properties as described in the Operating Agreement, but which were excluded from or not included in the Operating Agreement nor in "Exhibit C" thereof; WHEREAS, the purposes of this Supplemental I-G1I Lease are, first, the fulfillment of said lease as provided for in said Supplemental Agreement, and, second, the addition of $2,640.00, as provided for herein after under paragraph (6), to the Basic Valuation as defined in Section 1.1* of-the Operating Agreement and established in covenant titled "Second" in "Exhibit C" thereof; HOW, THEREFORE, for the same considerations set forth in the Operating Agreement and in "Exhibit 0" thereof, I-GIJ has let, leased and demised, and by these presents does let, lease and demise unto Belt, the following -described real estate and fixed physical property in Houston, Harris County, Texas, upon the same terms, conditions, and limitations, as those contained in said Operating Agreement and in said "Exhibit C" thereof, except as stated to the contrary herein, and to the same effect as though included in said Operating Agreement and in said "Exhibit C" thereof, except as stated to the contrary herein: (item l). Thirteen tracks, herein and elsewhere identified as I.C.C. numbers 142-G - 142-1-1, 11+3-3, 142-Q, 142-A, 245 , 246 , 247 , 246, 252, 255, 2ol, 265, and 270, all as described in greater detail on inventory' signed by the Chief Engineers of the Gulf, Colorado and Santa Railway Company, the Chicago, Rock Island and Pacific Railroad Company, -8- Denver ar n s'tzr." Chief Engineer of The Beaumont, Sour Lake L '..`esoern Railway Corn:any and Dne 5t. Louis, Brownsville ana Mexico Railway Company, nil in acceptance for Lessee herein, and by the Assistant Chief Engineer of the Internaoional- Great Northern Railroad Company in acceptance for Lessor herein, a copy of said inventory being attached hereto and identified as "Exhibit No. 1- Sup."; the locations of said trades are shown by green lines on two naps attached hereto as "Exhibit No. 2-Sup." and "Exhibit Ho. 2-Sup.", which Exhibits are more fully identified below. -- (item 2). Two parcels of land, adjacent to Percival Y: sre, both of which were specifically excluded fron the Operating Agreement and fron "Exhibit C" thereof, and shown on Map Exhibit No. 3 thereof, and which were described by netes sued bounds under Iter 3 -- the "Schedule Excepted Properties" attached to said Operating Agreement and to said " pH ui as follows: Parcel No. 1: All that certain tract or parcel of land in the J. T. Harrell Survey, Abstract No. 329, Harris County, Texas, and formerly being a part of the Seligman Addition, in said Survey. Said tract or parcel of land being more particularly described by netes and bounds as follows: Commencing at the intersection of the center line of the International-Great Northern Railroad Ccnpary main track with the northerly line of Hirsch Street; said point being I.C.C. Chaining Station 7732/63.7; thence easterly, along the north line of Hirsch Street 51 feet to a point 50 feet distant, at right angles fron the center line of said main track for the Point of Beginning; thence continuing easterly, from said Point of Beginning, along the northerly line of Hirsch Street, a distance cf 220 feet, more or less, to a point for comer; thence northerly, at right angles, a distance of 250 feet; thence westerly, at right angles, a distance of 50 feet to a point for corner; thence northerly, at right angles, a distance of 340 feet to a point for comer; 9 thence westerly, at right angles, a distance of 296 feet, more or less, to a point for comer; said point being 50 feet distant, at right angles, free the center of said railroad main track; thence southerly, 50 feet from and parallel with the center line of said rain track, a distance of 600 feet to the point of beginning, and containing 3**+5 acres, more or less. Parcel No. 2; All that certain tract or parcel of land in the J. 5. Collins Survey, Abstract 195> Harris County, Texas, and being a part of that certain 7-137-acre tract of land described in Deed to the International-Great Northern Railroad Company, dated March 28, 1924 and recorded in Volume 557, Page 193 of the Deed Records of Harris County, Texas; said tract or parcel of land being nore particularly described by meues and bounds as follows: Commencing at the intersection of the center line of the International-Great Northern Railroad Company __main track, with the Southerly line of Hirsch Street; said point being at.I.C.C. Chaining Station 7733A5; thence easterly along the southerly line of Hirsch Street, a distance of 142.85 feet to the point of beginning; thence continuing easterly along the southerly line of Hirsch Street, from said Point of beginning, a distance of 115 feet to a point for comer; thence south 11 degress twenty-one minutes east, along said Railroad Company easterly property line, a distance of 735 feet to a point for corner; thence north twenty-one degrees thirty-nine minutes west, a distance of 621.75 feet to a point for comer; thence north 11 degrees thirty-nine minutes vest, a distance of 150 feet to the Point of Beginning, and containing 1.13 acres, more or less. The above-described two parcels of land are located as shown by green outline on map attached hereto as "Exhibit No. 2-Sup.", and signed, for identification, by the Chief Engineers of the Gulf, Colorado and Santa ?e Railway Company, the Chicago, Rock Island and Pacific Railroad Company, and the Fort Worth and Denver Railway Company, and by the Assistant Chief Engineer of the Beaumont, Sour Lake & Western Railway Company, The St. Louis, Brownsville and Mexico Railway Company, and the International-Great Northern Railroad Company. -10- (item 3). Two parcels c: lur.c _r. or acjacanr to the central portion of forcer I-GE Ccn.tress Avenue 1`rrc, both of which two parcels were specifically excluded fret the Operating Agreement and from "Exhib C" thereof, and shown on I-Sa? Exhibit No. 5 thereof, and which were described by metes and bounds under Item 5 it the "Schedule of Excepted Prouerties" attached to said Operating Agreement and to said "Exhibit C", as follows: Parcel No. 1: All that certain tract or parcel of 'and in Sloes 56 of the 3. M. *iIlians Survey and being a part of what is known as Congress avenue Yard, said tract or parcel of land being more parti cularly described by metes and bounds as follows: Commencing at the intersection of the south property line of the International-Great northern Railroad Company, being also the north property line of the "n&H Railroad Company, and the vest right-of-way line of the (SA2tA?) T1N0 Railroad Company; said point being 25 feet distant, northeasterly, along said T&NC west right-of-way line produced from the center of the old GH&E main track, and 25 feet distant, at right angles westerly from the center of said T23JC railway; thence northeasterly, along said T&UO Railroad Company west right-of-way line, a distance of 30 feet to the Point of Beginning; thence westerly, a distance of 361.4 feet to a point 50 feet distant, northeasterly at right angles from the center line of the I-GN main trade; thence northwesterly, along a curve, and 50 feet from the centerline of said I-GN main track, a distance of 731*1 feet, to a point 100 feet distant north easterly, at right angles, from the I-GN westerly property line; thence northwesterly, 100 feet from and parallel with said I-Gil westerly property line to Engineer Chaining Station 7966/00, and continuing this same course, in a straight line, a total distance of 1343 feet to a point 15 feet distant southwesterly, at right angles, from the center of track I.C.C. No. 243; thence southeasterly, in the same general direction as said track No. 243, in a straight line, a distance of 861.2 feet, to a point 15 feet distant, at right angles, from the point of switch of track I.C.C. No. 269; thence -11- southeasterly, at an angle of 2 degrees thirty-two minutes to the left from the last-described course, a distance of 419.3 feet to a point 15 feet distant westerly, at right angles, from the center of track I.C.C. No. 269-A; thence southerly 15 feet from and parallel with the center line of said track I.C.C. No. 269-A, a distance of JOO feet to a point in the northwesterly line of that certain tract of 2.58 acres described as ''1st Tract" in a Deed to the I-GN Railroad Company, from the GH&H Railroad Ccoroany, dated August 22, 1940, and recorded in Volume ll8l, Page 225, of the Deed Records of Harris County, Texas; thence north easterly along the northwesterly line of said 2.58 acre tract, a distance of 70 feet to the northwesterly corner of said tract; thence southeasterly along the northeast line of said 2.58 acre, tract a distance of 249 feet to a point in the westerly line of the T&NO right-of-way; thence southerly along said right-ofway line, a distance of 382 feet to the point of -- beginning, and containing 13*73 acres, more or less. Parcel No. 2: Being all that certain tract or parcel of land, described as "2nd Tract" in Deed to the I-GN Railroad Company, from the GE&E Railroad Company, dated August 22, 1940, and recorded in Volume UBl, Page 225, Deed Records of Harris County, Texas, and containing . 1.59 acres, more or less. The above-described two parcels of land are located as shown by green outline on map attached hereto as "Exhibit No. 3-Sup.", and signed, far identification, by the same Chief Engineers and Assistant Chief Engineer and in the same manner as "Exhibit No. 2-Sup.", described under Item 2, above. I-GN excludes herefrom and reserves the right to remove, at any time, all tracks or portions of tracks shown on Map Exhibit No. 5 of the Operating Agreement as being located on the land described above under Item 3, and also excludes herefrom and reserves the right to remove, at any time, those portions of such excluded tracks located an land immediately adjoining the land described above under Item 3 (which adjoin ing land is included in the Operating Agreement and "Exhibit C" thereof), -12' such portions of such excluded tracks located on said adjoining land being shown by broken lines on Map Exhibit Ho. 5 of the Operating Agreement; the above exclusions and reservations do not apply to tracks herein and elsewhere identified as I.C.C. Numbers 245, 246, 247 , 248, 252, 255, 26l, 265, and 270, which nine tracks are among those referred to under Item 1 hereof as being hereby leased by I-GN to Belt. (item 4). An irregular parcel of land in Houston, Harris County, Texas, fronting on the Southwest line of Commerce Street Northwest of St. Charles Street;, being a portion of an 8.35-acre parcel which was specifi cally excluded from the Operating Agreement and from "Exhibit C" thereof, and shown on map Exhibit No. 4 thereof, said 8.35-acre tract being described by metes and bounds under Item 4 in the "Schedule of Excepted Properties" attached to said Operating Agreement and to said "Exhibit C"; the portion hereby let, leased, and demised being more particularly described by metes and bounds as follows, to-wit; Beginning at a point which is 10 feet radially distant Northerly from the center line of Track I.C.C. No. 241-232 and in the Southwesterly property line of Commerce Street; Thence Northwesterly, along said Southwesterly property line of Commerce Street, a distance of 150 feet to a point; Thence Southwesterly, at right angles to said South westerly property line of Commerce Street, a distance of 256 feet to a point which is 10 feet radially distant Northwesterly from said center line of said track I.C.C. No. 241-232; Thence Northeaeterly and Easterly, concentric with and ID feet radially distant Northwesterly and Northerly from said center line of said Track I.C.C. No. 241-232, a distance of 307 feet, more or less, to -13- the point o? beginning; Containing 12,030 eauare feet, more or less. The above-described leased parcel is located as shown by green outline on map attached hereto as "Exhibit No. Sup.", and signed , for identification, by the sane Chief Engineers and Assistant Chief Engineer and in the same manner as "Exhibit No. 2-Sup.", described under Item 2, above. It is agreed, for all purposes hereof, that: (1) The value of trach I.C.C. Number 142-G - 142-M, identified under Item 1, above, and covered by this Supplemental I-GN Lease, is $2,729.04; the total value of the remaining twelve trades identified under Item 1, above, and covered by this Supplemental I-GN Lease, is $97,011.84; (2) The value of the parcel of land described as Parcel No. 1 under Item 2, above, and covered by this Supplemental I-GN Lease, is $2,070.00, and the value of the parcel of land described as Parcel No. 2 under Item 2, above, and covered by this Supplemental I-GN Lease, is $678.00; (3) The value of the parcel of land described as Parcel No. 1 under Item 3, above, and covered by this Supplemental I-GN Lease, is $239,231oO, and the value of the parcel of land described as Parcel No. 2 under said Item 3, above, and covered by this Supplemental I-GN Lease, is $27,704.00; (4) The value of the parcel of land described under Item 4, above, and covered by this Supplemental I-GN Lease, is $10,229.50; -14- (5) Tiis effective dates of the leasing of the properties identified above as being included herein shall be: (a) Tracis I.C.C. Number 142-G - 142-M, identified under Item 1; Parcels Nos. 1 and 2 of Item 2; and Parcel No. 2 of Item 3 - effective as of January 5, 1953; (b) The remaining twelve tracks identified under Item 1; and Parcel No. 1 of Item 3; ana Item 4 - effective as of June 1, 1950; (6) As shown by the records of the I-GN and the Belt, the I-GN has paid the sum of $2,640.00 in exchange for a deed dated June 22, 1952, clearing title to that certain 7 *137-acre tract of land owned by the I-GN and leased to the Belt, partially under the terms of "Exhibit C" of the Operating Agreement and partially as Parcel No. 2, Item 2, herein, said 7.137-acre tract being identified as Parcel No. 11 on nap numbered 5-37-A which was furnished to the New Proprietary Lines and to the parties hereto in compliance with Section 1.4 of the Operating Agreement. The above clearing of title was essential to the full and complete use of said 7.137-acre tract by the Belt, and it is therefore further agreed that said sum of $2,640.00 shall, effective as of May 3, 1953* be added to nne Basic Valuation as defined in Section 1.4 of the Operating Agreement and established in covenant titled "Second" in "Exhibit C" thereof; This agreement of lease is executed by Guy A. Thampeon, as Trustee of International-Great Northern Railroad Company, Debtor, under authority of an order of the United States District Court for the Eastern District of Missouri, Eastern Division, in proceedings under Section 77 -15- of the Banicrup-ccy Act entitled "Ir. the Matter of Missouri Pacific Railroad Company, Debtor, In Proceedings for the Reorganisation of a Railroad, No. 6935", and all his duties and obligations herein provided for sire as such Trustee and not individually; and said agreement of lease shall bind and inure to the benefit of any successor trustee or trustees of the railways and properties of the International-Great Northern Railroad Company, Debtor, hereafter appointed in the aforesaid Reorganization Proceedings, and, upon termination of said trusteeship, the person or corporation acquiring the major portion of the Debtor's railways and properties, whether by purchase, dismissal of the Reorganization Proceedings, or pursuant to a plan of reorganization, or otherwise, shall be and become bound by all of the terms and provisions of this agreement of lease as a general obligation without lien. Hi WISMESS WHEREOF, cn the day and year first above written, the said Trustee has hereunto subscribed his name as such, and the Belt has caused this Lease to be executed by its President and its corporate seal to be hereunto affixed and attested by its Secretary. ATTEST: Trustee (as such Trustee and not individually), International-Great Northern Railroad Company, Debtor Secretary HOUSTON BELT & TERMINAL RAILWAY COMPANY 3y President -16- I-CH Valuation SacUon 2 - Tracks covered by Supplements! I.enae dated F e t r u r y 2?, 1955 ^T C hief D in iw e r MLB WITH CONTRACT Wo. 4807 Dedication of the Settegast Yards at Houston - ** ***** v - ' fr-.' . - .<! jit-tf****>$}.'< From THE SANTA FB MAGAZINE July, 1950 - Settegast Yards Dedicated $3 million classification project opens for business in rapidly growing Houston ber of Commerce; F. E. Bates, senior execu tive vice president of the M. P., and J. P. Cowley, vice president and general manager of the GC&SF and president of the HB&T at ITY, county and state leaders joined with that time. C officials of the Fort Worth and Denver Railroad Commissioner Thompson, a dy City, Rock Island, Missouri Pacific and namic speaker, hailed the operation as an ad the Santa Fe Railways in dedicating the $v3ancement in Houston railway progress and million Settegast freight classification yard as another aid to handling the greatly in in Houston, Tex., recently. creased traffic moving to and from the port Speakers termed the new operation a great city over rails as well as to shipside service. advance in the progress of the Houston Belt In addition to lauding the railroads for the and Terminal Railway which will operate the new operation Commissioner Thompson pointed project under lease from the Missouri Pacific to a greater realization on the part of the with the exception of mechanical repair fa public with regard to the importance of rail cilities which will remain under control of the ways in the national defense and the coun latter railway. Owners of the HB&T are these try's expanding economy. He warned; four railways with thejjanta Fe remaining as the sole original m,ember line. "The threat to the rails today is that of_ nationalization. Come socialism the transport" Approximately 200 officials and business of the nation would be the first to be taken leaders rode the six miles from the Union over by the government. You have not seen depot to the new yards, dining en route. inefficiency in transport until you see a gov-_ Col. W. B. Bates, chairman of the board of the Second National Bank, introduced the officials of the participating railroads and other_distinguished guests including speakers ernment operated transport. It is generally" ** unsatisfactory because there is no competi tion and there is no incentive for anyone con- . nected with the operation. Ernest O. Thompson, of the Texas Railroad "I congratulate the railroads on their indus Commission; RI W. Wright Armstrong, vice try and on their initiative in letting the peo president of the FW&DC; L. B. Pritchett, ple know what they are doing for the forward assistant to the president, Rock Island Lines; movement of the nation. You gentlemen can P. P. Butler, president of the Houston Cham free America from the threat of nationaliza- Railway officers and civic leaders await snipping of steel cable signifying formal opening of Settegast freight yeards. The cable holds the house flags of the railroads owning the Houston, Belt and Terminal Railway. Those standing at flags are, left to right; Clark Davis, freight traffic manager, Santa Fe; J. P. Cowley, vice president, Santa Fe Gulf Lines; G. M. Leach, H.B.&T general manager; H. L. Schaeffer, chief traffic officer, Missouri Pacific; F. E. Bates, vice president, Missouri Pacific; W. R. Bates, financier and master of ceremonies; L. R. Capron, vice president, Burlington; Ernest O. Thompson, Texas railroad commissioner; R. Wright Armstrong, vice pres ident, Fort Worth and Denver City; L. B. Pritchett, assistant to the president, Rock Island, and J. W. Hill, vice president of Rock Island. JULY, 1950 19 tion of the rails by simply telling the story of your progress." P. P. Butler, financier and head of the chamber of commerce, was equally laudatory and also pointed to the importance of the rail roads to communities as Commissioner Thomp son likened that vitality to the nation. He said, in part: "It is a distinct pleasure for me to have this opportunity of representing the chamber of commerce and through it the general com mercial and industrial interests of our city. The significance of this development extends far beyond the Houston Belt and Terminal Railway Company and its proprietary lines. Today marks an important step forward in the progress of Houston because our welfare as a city is intimately related to the progress of our transportation facilities. "With the coming of the railroads the de velopment of'America into a great industrial nation was speeded. Few, if any, cities have been more dependent upon transportation than Houston. For more than a hundred years, as our transportation system has been improved and diversified, Houston has enjoyed a growth and development that has amazed those less dynamic cities. You have indicated this faith and foresight by looking ahead and --by incorporating into these improvements plans for further expansion as our industrial and commercial growths justify additional facil ities. This type of vision and courage on the part of our leaders and firms is what has built Houston. It will continue to build this city and area." Vice President Armstrong of the FW&DC and Assistant to President Pritchett of the Rock Island, extended appreciation of the co operation from shippers and business leaders which made the new operation possible. They also pointed that henceforth the FW&DC and Rock Island would serve Houston separately and identify their operations individually un der the new plan effective June 1. The development of events leading to con struction of the yard was outlined by Senior Vice President Bates of the M.P., and he also explained that the yards were named after an old prominent family--the Settegast-- members of which family were present during, the ceremony. As president of the HB&T and as one of those who took part in the meetings wherein the HB&T was originally organized, Santa Fe's Cowley extended greetings to the visitors and highlighted the history of the Belt and its service to Houston. In an effort to stream line the program he admitted skipping over much detail in the growth of the Belt. He said: "I have watched the development of the HB&T since its inception and I was present when plans were formed to serve Houston with a Belt line. The HB&T was organized in 1905 by the Gulf, Colorado and Santa Fe Railway; the Trinity and Brazos Valley Rail way Company; the St. Louis, Brownsville and Mexico Railway Company and the Beaumont, Sour Lake and Western Railway Company. The latter two companies were then controlled by the Frisco Railway. These lines were di vorced from the Frisco in 1913 by court order and from the Missouri Pacific and also the In ternational Great Northern in 1925. The Trin ity and Brazos Valley was owned by the Colo rado and Southern Railway, a CB&Q subsidi ary and the Chicago, Rock Island and Pacific. In 1930 the name was changed to BurlingtonRock Island Railroad Co. "At the time of the organization of the HB&T none of these companies owned any property in the City of Houston with the ex ception of the Gulf, Colorado and Santa Fe. Properties of the Santa Fe included certain lands, buildings, bridges and tracks. There were about 20 miles of Santa Fe tracks in Houston which served as the nucleus of the HB&T. These properties then were valued at three-quarters of a million dollars--and were leased to the HB&T, July 1, 1907, for a period of 99 years. "It may be interesting to note that the popu lation of Houston at that time was about 79,000. Even then the city was growing as such a rate that the idea of encircling the city with a belt line was not carried out and the West belt was never constructed although a large part of the right-of-way was secured. Today Houstonians are predicting a census in the neighborhood of 600,000 for the metropolitan area and anticipating 750,000 for Harris county. "The ship channel had not been constructed. There were few major industries. With the new operations the HB&T today operates over 205 miles of track and will be serving more than 400 important industries. "It requires little imagination to realize that railroad transportation is a lifeline of the utmost commercial importance and essen tial to the advancement of a port city or any other city. Today Houston has attained metro politan proportions which have greatly sur passed many other cities. It has achieved great influence in the world of commerce. All of us have unbounded faith and expectancy in a greater future for Houston. It is the wish of railroad men serving this city that Houston become a city of world-wide commercial and cultural supremacy." At the conclusion of the literary exercise Bates of the M.P. cut the cable bearing the house flags of the participating railroads as an official indication that the yards were open for business. GOSSIP There's so much bad in the best of us, And so much good in the worst of us, That it hardly behooves any of us To talk about the rest of us. 20 THE SANTA FE MAGAZINE