Pour la Compagnie Française du Télégraphe de Paris à New York

(On duplicate:)

Attest:

Attest:

POUYER-QUERTIER,

Le President.

Contract made the 12th day of May, 1882, between the Anglo-American Telegraph Co. (Ltd.), hereinafter called the Anglo Co.; the Direct United States Cable Co. (Ltd.), hereinafter called the Direct Co.; La Compagnie Française du Télégraphe de Paris à New York, hereinafter called the French company, (these companies being collectively styled the European companies): the American Telegraph Cable Co., hereinafter called the American Cable Co., parties of the first part, and the Western Union Telegraph Co., the Atlantic & Pacific Telegraph Co., the American Union Telegraph Co., and the Franklin Telegraph Co., parties of the second part, witnesseth:

That whereas the Anglo Co. owns five submarine cables between Valentia, Ireland, and Heart's Content, Newfoundland, three only of which are at present in use; that it is also the owner of a sixth trans-Atlantic cable between Brest and St. Pierre, of a submarine cable between St. Pierre and Duxbury, as well as of a land and submarine line between Heart's Content and a point situated near North Sydney, Cape Breton; and that it also has the use of a cable between Brest and Salcombe; and

Whereas, the Direct Co. is the owner of a trans-Atlantic cable between Brest and St. Pierre; second, of a cable between St. Pierre and Cape Cod; third, of a cable between St. Pierre and Louisburg, and of a land line between Cape Cod and New York; of another land line between Taunton and Boston; and of a land line between Louisburg and Sydney, (Cape Breton); and that it has also the use of a cable between Brest and Penzance; and

Whereas, the American Cable Co. owns a trans-Atlantic cable between Sennen Cove, (Penzance), in England, and Dover Bay, Canso, (Nova Scotia), and ready to be opened for traffic, and that it has in the course of construction a second cable between the same points, which it hopes also to open shortly for business; that it is also the owner of certain land lines between Sennen Cove and Penzance, as well as between Dover Bay and Canso; and

Whereas, contracts dated July 20, 1877, and of the 31st of the same month, have been made between the Anglo Co. and the Direct Co. concerning their common receipts and other questions, and an arrangement had been previously made and concluded between the said companies, Anglo, Direct, and French, dated September 24, 1880, with a view to securing to their respective lines a more effective existence, and a service more regular and satisfactory to the public; and whereas a supplementary contract has been made between said companies of the same date, which arrangement and contract are now in force; and

Whereas at the same date with these presents a contract has been entered into between the parties of the first part, bearing the same date as the present contract; and

Whereas contracts dated May 13, 1870; May 24, 1871; and March 1, 1875, have been concluded between the Anglo Co. and the Western Union Telegraph Co.; and

Whereas in 1871 and 1879 the Anglo Co. concluded divers arrangements in writing with the Montreal Co.; and

Whereas contracts have been made between the Direct Co. and the Atlantic & Pacific Telegraph Co., dated April 29, 1874; June 23, 1876; and September 26, 1878; and

Whereas contracts were made between the Direct Co. and the Franklin Co., dated May 5, 1874; July 18, 1874; and September 16, 1878; and

Whereas the lines and the property rights of the Franklin Telegraph Co. have been leased to the Atlantic & Pacific Telegraph Co.; and

Whereas contracts have been entered into between the Direct Co. and the Dominion Telegraph Co. of Canada, (hereinafter called the Dominion Co.), dated June 25, 1875; March 17, 1876; and January 1, 1879; and

Whereas there exist between the French company and the American Union Telegraph Co. two contracts, each bearing date June 18, 1879; and

Whereas the lines of the Dominion Telegraph Co. of Canada have been leased to the American Union Telegraph Co., pursuant to a contract made between those companies dated June 12, 1879; and

Whereas by virtue of contract made January 17 and February 3, 1881, the Western Union Telegraph Co. purchased of the Atlantic & Pacific Telegraph Co. and of the American Union Telegraph Co. all their rights, contracts, and properties of all sorts except their right of incorporation; and

Whereas by contract of August 17, 1881, with the Montreal Telegraph Co. and by contract of August 26, 1881, with the Western Union Telegraph Co., as lessee of the Dominion Telegraph Co., to which contract the Dominion Telegraph Co. gave its formal consent for a period of 97 years from and after July 1, 1881, the Great Northwestern Telegraph Co. of Canada has the control of all the lines of the Montreal Telegraph Co. and of the lines of the Dominion to west of the Province of New Brunswick; and

Whereas it has constructed and acquired new telegraphic facilities for the purpose of putting into communication all points of a certain commercial importance throughout the entire extent of Canada and the British possessions west of the points aforesaid; and

Whereas a contract for exclusive operation, dated August 26, 1881, has been made between the Western Union Telegraph Co. and the Great Northwestern Telegraph Co. of Canada for 97 years, to date from July 1, 1881; and

Whereas the Western Union Telegraph Co. has already constructed and acquired, and continues still to construct and acquire, a net work of telegraphic lines in order to connect all points of any importance, from a commercial point of view, throughout the whole of North America; and

Whereas legal proceedings are pending at the present time before the circuit court for the southern district of New York, in one of which the Direct Co. is plaintiff and the Atlantic & Pacific Telegraph Co. is defendant, and in the other of which the French company is plaintiff and the American Union Telegraph Co. is defendant;

Now, therefore, this contract witnesseth, that the contracting parties, in consideration of the plans for a common exploitation and of arrangements which are yet to be made, and of the sum of $1 in hand paid by each of said parties to the other at the time of the ensealing hereof and the performance of the other formalities hereto pertaining, the receipt of which is hereby acknowledged, havẹ undertaken, ordered, and agreed, and do by these presents undertake, order, and agree as follows, to wit:

ARTICLE 1. A. The parties of the second part for themselves and each of them their and each of their successors and assigns, agree with the parties of the first part, and each of them, their and each of their successors and assigns, to deliver, in the proportions hereinafter determined, to the parties of the first part, and each of them, and to their and each of their successors and assigns, all telegraphic dispatches which may be confided to them directly, or in any other manner into the control of the said parties of the second part, or of one of them, to be transmitted to any part of the world, outside the limits of North or South America, and the West Indies, to which said parties of the first part or one of them, or any of their successors or assigns, may have, at any time, the means of transmitting said dispatches, whether by their own lines or the lines of any other person or corporation with which said parties of the first part or any of them, or any of their successors or assigns, shall have telegraphic communication.

But in order to transmit in the most economical manner possible in America, dispatches from, or per the cable, of the parties of the first part, the parties of the first part, together or separately, their successors or assigns, agree by these presents, when this contract shall have been duly signed, and when the contract of the same date which accompanies it shall have been duly executed and ratified, that the exception and delivery as well as the transmission over the inland telegraph lines, of messages coming from the said cables, shall (subject to restrictions hereinafter stipulated) be intrusted to the parties of the second part, their successors and assigns, said parties of the second part together or separately, and their respective successors or assigns, agreeing with the parties of the first part, together or separately, their successors or assigns, to open and maintain, at their own cost, during the whole duration of the present contract, in the most convenient part of the city of New York, a central cable office, in which names and respective emblems of the parties of the first part shall be distinctly indicated. The different wires hereinafter spoken of shall go directly from said offices to the landing points in America of the different cables of the parties of the first part, respectively, excepting, however, the traffic passing over the cables from or for officers in Canada, which traffic shall be received, transmitted, and delivered according to the instructions given from time to time by the Western Union Telegraph Co. It is, moreover, understood by the parties to this contract that the leasing by the Direct Co. of the wires of the Franklin Telegraph Co. comes to an end, and that the land lines of the French company, between New York and Cape Cod, Taunton, and Boston, between Louisbourg and North Sidney, shall be (except as hereinafter stated) considered as a portion of the net work of the parties of the second part, during the continuance of the present contract; but the French company shall none the less continue to hold intact the full and absolute property in said lines as is stipulated in article 12 of the present contract. It is further agreed that the parties of the first part, or one of them, shall have the right, if they desire it, to have in the central cable office, to be established in New York, as above mentioned, a representative, who, conjointly with the parties of the second part, shall oversee the reception, delivery, and transmission of messages from or for the cables of the parties of the first part, according to the stipulations of this contract.

B. The aforesaid parties of the second part, and each of them, their and each of their successors and assigns, shall deliver to said parties of the first part all said telegraphic dispatches in a proportion as approximate as possible to the shares of interest in the common receipts agreed upon between them, according to the contract of even date which accompanies these presents, unless and until it shall be otherwise decided in writing by the parties of the first part.

C. The parties of the second part, for themselves and each of them, their and each of their successors and assigns, agree with the parties of the first part, and each of them, their and each of their successors and assigns, not to make any reduction or rebate upon their ordinary tariff rates, nor to make any working or traffic arrangements, nor to furnish, procure, or permit that there should be furnished or procured in their offices any paper or form for the consignments of the cable dispatches, from or for, nor to ask or receive payment or compensation for the transmission of any dispatches, or to do anything whatever for the encouragement or advantage of any company or person other than said parties of the first part, their successors or assigns, in respect of the telegraphic dispatches received or to be received in North America from or for any part of the world as aforesaid, and not to make any contract with any other person, company, or companies, the practical operation or putting in execution of which would be incompatible with the present contract or any of the stipulations which it contains. But it is understood that this contract does not deprive the Western Union Telegraph Co. of the right to lease the cables of the American Cable Co. pursuant to the stipulations on that subject contained in said contract of even date, which accompanies the present.

D. The parties of the first part, for themselves and each of them, their and each of their successors and assigns, agree to deliver to the Western Union Telegraph Co., its successors and assigns, or to such other said parties of the second part as the Western Union Telegraph Co. shall designate, its successors or assigns, the telegraph messages which may be turned over to them, directly or indirectly, under the superintendence of the said parties of the first part, or of whichsoever of them, to be transmitted to any point of North or South America or the West Indies, to which said Western Union Telegraph Co., its successors or assigns, or such company as may be designated by them as aforesaid, shall at the time be able to transmit the same, either by its lines or by the lines of any other

party with which it may have working arrangements, except the islands of Newfoundland and St. Pierre, the city of Louisburg, (Cape Breton), Dover Bay and Torbay, (Nova Scotia), Duxbury and Cape Cod, (Massachusetts), and Rye Beach, (New Hampshire), and every other station or stations in North America upon which any cable belonging to said parties of the first part, or to either of them, is or may be landed.

E. The aforesaid parties of the first part, for themselves and each of them, their and each of their successors and assigns, agree, as it has been herein before stipulated, not to make any reduction or rebate upon their, or any of their, ordinary tariffs; not to make any working or traffic contract, and not to do anything which might be to the advantage of any person or any company other than the parties of the second part, their successors, or assigns, in respect of the messages destined to be transmitted by the cables of said parties of the first part or each or any of them.

F. If at any time the companies, parties to the present contract, or one or other of them, should become owners, or should require the right to control one or more telegraph lines other than those which now belong to them, or are leased by them, or of which they have the control, said lines thus acquired shall be included in the present contract, and subject to all the clauses and stipulations which it contains.

ART. 2. The parties of the second part, for themselves and each of them, their and each of their successors and assigns, agree with the parties of the first part, and each of them, their and each of their successors and assigns, that during the continuance of the present contract they shall maintain at their own expense, in good working condition, (always excepting the case of temporary interruptions, which can not be avoided, after all possible care), and shall operate all the said land lines in America, and all other telegraph lines now belonging to or operated by them, or either or any of them, as well as all extensions of the network of said parties of the second part, or either or any of them, which shall be opened for exploitation during the continuance of the present contract. It is furthermore understood that said companies shall not sell, nor assign, nor transfer, nor lease, in any manner, the control or possession of said lines or extension of network, or of any of them, or of any part of them, unless, by the transfer or by the lease, the assignee at the time of executing said transfer or lease, shall assume to the satisfaction of the parties of the first part, the execution of all the obligations and duties of the contracting parties of the second part, or some one of them. It is believed that the interests of the parties of the first part to maintain their cables in good working order is a sufficient guaranty that they will exert, respectively, all their energies in maintaining them, and therefore, in view of the particular difficulties which may arise in the repairs of a submarine cable, it is not understood by the parties hereto that the parties of the first part shall be subject to any obligations whatsoever toward the parties of the second part, either or any of them, in respect of the conservation or repairs of their respective cables, or of any line or lines of telegraph operated by them or by either or any of them.

ART. 3. The parties of the second part, for themselves and for each of them, and for each of their successors and assigns, engage to transmit over their own lines without delav all telegrams which shall be delivered to them or to either of them, by or for the parties of the first part or either of them, or by their and each of their successors and assigns, in the order in which such dispatches shall be received, excepting always Government dispatches, which enjoy the right of priority.

ART. 4. The contracting parties of the first part shall fix from time to time the tariff of cable dispatches, and during the continuance of this contract the parties of the second part shall receive from or shall account to the parties of the first part, in respect of all dispatches passing or transmitted over the cables of the parties of the first part, and by the telegraphic land lines belonging to either one of the contracting parties, or of which they shall have the use and exploitation between any of the landing points in America of the cables of each of the contracting parties of the first part on the one side, and the city of New York and the stations east of New York, as well as stations in Canada, on the other side, (excepting service messages), the following tariffs, namely: For each word of said dispatches for which the cable tariff shall be 2 shillings a word the sum of 3% cents a word, and proportionately for each word of said messages, according as the cable tariff shall be over or under 2 shillings a word; but in no case shall the aforesaid proportion be less than 2 cents a word; it is further understood and agreed that the said 3% cents or any greater or smaller proportion per word

shall reimburse the parties of the second part for the expense of receiving, transmitting, and delivering said dispatches between the terminal points in North America of the cables of the parties of the first part on the one side, and the city of New York, as well as places east of New York and those of Canada east of Manitoba, of the other part.

B. The parties of the second part, for themselves and each of them, their and each of their successors and assigns, shall have the right to fix, from time to time, the land-line tariff, which shall be collected upon each cable message received from, or transmitted to any point of their lines other than the places mentioned in section A of the present article. But the tariff or taxes upon cable messages transmitted by lines belonging to the parties of the second part or operated by them or either of or any of them, coming from or going to places other than those from or to which the tariff or taxes are fixed in section A of this article, shall, from time to time and always, be as low as the lowest taxes accorded by either of the said parties of the second part, or by any other company of persons, to cable messages between the same points.

C. The taxes above indicated as to be collected from a mode applicable to said parties of the first part, in respect of the cable messages therein mentioned, are considered as the only taxes and as covering the cost of receiving, delivery, transporting, or transmitting said messages by any line or lines of telegraph, and by any routes or systems between the places mentioned in this article and the landing points of the cables in America, of each of the parties of the first part, and in so far as it concerns Canadian business, shall be substituted for the payments stipulated between the Anglo Co. and the Montreal Co. of the one part, and the Direct Co. and the Dominion Co. of the other part.

The service messages of each of the companies, parties to the present contract, signed by their employees or agents, duly authorized, shall be transmitted free over the lines of each of the companies, parties to this contract.

ART. 5. The rules and regulations concerning the count and tariff of messages shall be in harmony with the present rules and regulations of each of the companies, parties hereto of the first part, their respective successors and assigns, and when, by virtue of these regulations, double or higher tariffs shall be recokned upon messages of a certain class, the parties of the second part shall have the right to receive or to tax prices proportionally higher.

ART. 6. An absolutely exact account shall be rendered by each of the companies, parties of the second part, to each of the companies, parties of the first part, and the balances shall be paid each month at New York.

Each of the companies parties hereto shall have a right to examine and verify these accounts.

ART. 7. If, at any time during the continuance of the present contract, one or more lines of electric telegraph should be established from the western coast of the United States to China, Japan, or the Sandwich Islands, the parties of the second part shall have the right to transmit by that route, between the United States and Canada and those countries, all telegraphic messages coming from or destined to one or other of those countries, or Russia in Asia; and in respect of such telegrams they shall not be subjected to the stipulations of the present contract.

ART. 8. In case the Government of the United States or of Canada should, at any time during the period fixed for the duration of this contract, take for their own account, acquire, or effect the purchase of the property and business of the parties of the second part, or any of them, the parties of the first part shall have the right, if they think best, to rescind the present contract, but if such a rescinding should not take place, every acquisition or transfer of that nature accomplished by the Government of the United States or of Canada shall be made subject to all the rights and obligations of the companies parties hereto, on condition, however, that the parties of the second part, the property or business of which may be thus acquired or transferred, shall in no manner be subject to damages by reason of the ulterior revision of this contract, or of the purchase or transfer of the property and business of the said company.

ART. 9. Said parties of the second part, for themselves and each of them, and for their and each of their successors or assigns, agree, together or separately, that, at their own expenses, during the entire period of the present contract, they will keep and maintain in a perfect condition for operation between the cities of New York and Boston and the stations of each of the landing places in North America of the cables of the parties of the first part, signatories of the present contract, a sufficient number of telegraph wires, provided with the best apparatus; inasmuch as it will be necessary at all times to transmit, immediately after their