On the 18th of February, 1858, another agreement was made by Herman Haupt and Henry Cartwright with the Troy and Greenfield Railroad Company, and such others as might be associated with them; and who upon signing the contract were to be considered as parties to the same; as it bears the signatures of D. N. Carpenter, President for the Troy and Greenfield Railroad Company, and H. Haupt & Co., by H. Haupt, and no others, it may be presumed that Messrs. Haupt and Cartwright are the only persons comprising the party of the first part.
This contract recites that every attempt to procure new or to collect old subscriptions to the capital stock of the company, since the execution of the former contract with H. Haupt & Co., have proved unsuccessful; that the contractors had prosecuted the work for more than two years without any payment having been made to them as required by existing contract; that there appeared no possibility of procuring means for the further prosecution of the work, except by the continued efforts, increased expenditures, and personal credit of the contractors themselves; and that H. Haupt & Co. propose to release the Troy and Greenfield Railroad Company from the cash payments required by the contract, and to assume themselves the labor of procuring and collecting subscriptions, and of carrying on and completing the Troy and Greenfield Railroad and Hoosac Tunnel in such manner as will comply with all the conditions of the Loan Act. The parties therefore agreed.
That H. Haupt & Co. should comply with all the conditions of the Act, approved April 5th, 1854, whereby a loan of credit was given by the State of Massachusetts in aid of the construction of the Hoosac Tunnel, and should have the benefit of any changes that may hereafter be obtained, or extensions of time that may be granted; but they shall be subject to no other conditions or restrictions other than those expressed in this contract.
That the road shall be so constructed that its gradients should not exceed those in each direction which exist or may hereafter exist permanently on other portions of the line between Troy and Boston; that sharper curves than were in ordinary use in other parts of the line were to be changed at the expense of the contractors, and trestle work or temporary bridging was to be replaced by permanent structures at the expense of the contractors as soon as practicable after the completion and opening of the whole line.
That H. Haupt & Co. should have the benefit of all existing subscriptions, and of all they might procure; also of any revenue that might arise from the use of the road, or any portion of it when completed, until their claims on the company were discharged and paid; and to secure this end, the payment of all other debts of the corporation was to be deferred until that of the contractors was satisfied. The real estate of the corporation not required for the purposes and use of the road, was to be sold or applied to meet present liabilities of the company; and Haupt & Co. were to maintain the organization of the corporation and pay its necessary printing expenses, by paying to the treasurer annually a sum not less than five hundred dollars.
The State bonds were to be appropriated exclusively to the construction of the tunnel. The State scrip delivered to the treasurer of the company was to be promptly handed to the contractors.
The compensation to be allowed to H. Haupt & Co. was to be as provided in the resolutions of the directors, passed July 10, 1857.
The payment for graduation, bridging, masonry, and superstructure on the road, exclusive of the tunnel, was fixed at two million dollars, exclusive of any payments that might be made for the right of way. Of this amount, nine hundred thousand dollars was to be paid in mortgage bonds of the company; the balance in cash, to as great an extent as cash subscriptions could be secured; the remainder in stock at par.
The bonds and stock of the company to be issued to H. Haupt & Co. when required, to an amount equal to the work done, estimating it by the proportion it bore to the whole amount performed and to be performed.
H. Haupt & Co. were authorized to collect subscriptions to the capital stock of the company, and their receipt for money was to be accepted by the company as evidence of payment. By the execution of this agreement all former contracts between the same parties were agreed to be annulled and cancelled.