CARD AIRLINE, R. CO. MERGER-ATLANTIC COAST LINE 269

begettare in good faith with respect to the proposals for Inclusion presented to it such petitioning railroads and to cooperate to the fullest extent in the compilation of an adequate record to provide a basis for the required determination by this Commission as to whether such transaction would be consistent with the public interest. In the event the parties are unable to agree, and the Commission after hearing concludes that the transaction would be consistent with the public interest, it will issue an order directing the Seaboard Coast Line Railroad Company to include the petitioning railroad upon such terms and conditions as the Commission finds to be just and reasonable.

APPENDIX XII

Present and proposed sinking fund requirements on Coast Line's bonda of series A, B, C, and D

The present sinking fund requirements with respect to Coast Line's bonds of series A, B, C, and D are provided for in the first, second, third, and fifth supplemental indentures, respectively, to Coast Line's general mortgage dated March 1, 1950. The proposed modifications therein are set forth in a proposed modification indenture showing the specific amendments to the aforementioned supplemental Indentures. The following table shows the sinking fund payments required and actually paid by Coast Line during the period 1957 to 1959, inclusive, under the present provisions of the aforesaid indentures, and the maximum amounts that would be paid by the merged company under the proposed modification indenture:

As shown herein, the proposed modifications would impose a maximum limitation of $1,801,000 annually on the sinking fund payments on Coast Line's bonds of series A, B, C, and D. At present, Coast Line's sinking fund payments with respect to its series A, B, and C bonds are contingent upon a percent of its net income, while those on series D bonds are fixed amounts. With respect to series A bonds, Coast Line is required to pay the greater of 12.5 percent of its net income for the preceding calendar year, or all net income for sinking fund purposes for the preceding calendar year, but not in excess of 1,000. Any sinking fund payment not in excess of 1 percent ($275,360) of the Basium principal amount of series A bonds, which at any one time have been

, may be made in series A bonds. Under the proposed modification, 11@ped company would pay annually, in cash, a sinking fund payment, to the . 100 percent of net income for the preceding calendar year is kaflovefir, an ar, unt sufficient to redeem $458,000 principal amount

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APPENDIX IV

BURLINGTON NORTHERN

MERGER CONDITIONS

APPENDIX I.

1. Upon consummation of the transaction in whole or in part, Nưc .... ...'ail maintain and keep open all routes and channels of trade via existing jubet: me and gateways, unless otherwise mutually agreed upon by the carriers affected or otherwise authorized by this Commission.

2. The present neutrality of handling Inbound, outbound and overhead traffic by the merged and leased railroads shall be continued by NuCo so as to permit equal opportunity for service to, from, and via all lines reaching its rails without discrimination as to routing or movement of traffic and without discrimination in the arrangement of schedules or otherwise.

3. Existing traffic and operating relationships, including contracts, between any of the merged and leased railroads, on the one hand, and, on the other, all lines connecting with their tracks, shall be continued insofar as such matters are within the control of NuCo.

4. NuCo shall accept, handle and deliver all cars inbound and outbound and in overhead or switching service, loaded and empty, without discrimination in promptness or frequency of service and irrespective of origin or destination or route of movement.

5. NuCo shall do nothing to restrain or curtail the right of industries served by it or the merged and leased lines to route traffic over any or all available routes and gateways.

6. Any party or any person having an interest in the subject matter may, at any future time, make application for such modification of the above conditions, or any of them, as may be required in the public interest, and jurisdiction will be retained by this Commission to reopen these proceedings pursuant thereto or on our own motion.

7. NuCo and Southern Pacific shall join in the establishment and maintenance of joint through rates via Klamath Falls, Oreg., on base's no less favorable than via other routes, on all traffic to and from points on their lines, and their short-line connections. NuCo shall observe strict neutrality between the Bieber, Calif., and Klamath Falls gateways as to solicitation of traffic, regardless of origin or destination, NuCo and Southern Pacific shall conduct operations without discrimination or limitation, including the furnishing of specialized equipment, switching services, and the maintenance of train schedules so as to handle traffic Interchanged between them at Klamath Falls in a prompt and expeditious manner and in no respect with less favorable treatment than is accorded by NuCo on traffic handled via Bieber or by Southern Pacific on traffic handled via Portland, Oreg.

8. NuCo and Southern Pacific shall establish and maintain joint through rates via Portland to and from all points to the same extent as hereafter established via Klamath Falls and shall conduct operations via Portland without discrimination or limitation, including the furnishing of specialized equipment, switching services and maintenance of train schedules, sald service to be equal or superior to that presently provided by Northern Pacific and Southern Pacific in operating via Portland.

9. Southern Pacific, following the effectuation of condition 24 hereinafter, shall solicit all traffic to and from Oregon, Washington, northern Idaho and British Columbia, as follows:

331 I.C.C.

(a) From and to territory north of Los Angeles, Calif., Southern Pacific shall of serve strict neutrality between Union Pacific, NuCo and the Milwaukee. (b) From and to territory Los Angeles and south and east thereof served in. common by Union Pacific and Southern Pacific and where Union Pacific now maintains or may maintain rates via its Salt Lake line that are competitive with Southern Pacific through Portland, Southern Pacific shall solicit all 'traffic in favor of NuCo and the Milwaukee, without preference as between them.

(c) From and to territory Los Angeles and south and east thereof except as provided in paragraph (b), Immediately above, Southern Pacific shall observe strict neutrality between Union Pacific, NuCo and the Milwaukee,

10. Nuco and Western Pacific shall join with each other and with Santa Fe in establishing and maintaining joint through rates via Bieber, Calif., on bases no less favorable than via other routes, on all traffic between points in Washington, Oregon, Idaho and British Columbia located on the lines of NuCo and its connections, on the one hand, and, on the other, points on the lines of (1) Western Pacific and its short-line connections in California, Nevada and Utah; (2) points in California, Arizona, New Mexico, Texas, and Louisiana on the lines of Santa Fe and its short-line connections; and (3) Rio Grande in Utah; and on transcontinental traffic between points other than those described above, the rates via Bieber shall be maintained on bases equal to the rates applicable via all other routes between points on the lines of NuCo and all transcontinental origins or destinations to the same extent as provided via Bieber in Trans-Continental Freight Bureau Tariff No. 5 series, I.C.C. 1576. 11. With respect to all traffic described in paragraph 10, via routes from, to, or through California, NuCo shall preferentially solicit for its Inside Route (1.e., via either Klamath Falls, Oreg., or Bieber) and shall not by any means, including the adjustment of divisions of freight revenue, give preference to its route via Portland; and NuCo and Western Pacific shall observe practices, including those with respect to solicitation and the adjustment of divisions of freight revenue, which will afford to the Bieber route no less favorable an opportunity than the Klamath Falls route to share in the traffic moving between the areas described in paragraph 10, immediately above. As used in this paragraph, the term Klamath Falls route or gateway includes, and the provisions thereof shall cover traffic interchanged at Chemult, Oreg., a point on the Klamath Falls route.

12. NuCo and Western Pacific shall conduct operations via Bieber without discrimination or limitation, including the furnishing of specialized equipment, switching services, and the maintenance of train Schedules so as to handle traffic interchanged between them there in a prompt and expeditious manner and NuCo shall accord such traffic no less favorable treatment than it accords traffic Interchanged with connecting lines at Klamath Falls, Chemult, or Portland,

13. Western Pacific shall solicit all traffic to and from Oregon, Washington, northern Idaho and British Columbia via the Bieber route and in favor of NuCo and the Milwaukee, without preference as between them.

14. NuCo and Santa Fe (and Its Texas subsidiaries) shall join with each other and with Western Pacific in establishing and maintaining joint through rates via bieter on tares no less favorable than via other routes, on all traffic

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between joints in Washington, Oregon, Idaho, and Drittes Onjunt a on the lines of Nuco and ita connections, on the otæ fami, ani, non ti v points in Califorma, Arizona, New Mexico, Texas and Louisiana on tii. ei of Santa Fe and its short-line connections; and on transcontinental traffle between points other than those described above, the rates via Bieber stall be maintained on bases equal to the rates applicable via all other routes between points on the lines of NuCo and all transcontinental origins or destinations to the same extent as provided via Bieber in Transcontinental Freight Bureau Tariff No. 5 series, I.C.C, 1576.

15. With respect to all traffic described in paragraph 14, via routes from, o, or through California, NuCo shall preferentially solicit for its Inside Route i.e., via Klamath Falls or Bieber) and shall not by any means, including the djustment of divisions of freight revenue, give preference to its route via 'ortland; and NuCo and Santa Fe shall observe practices, including those with espect to solicitation and the adjustment of divisions of freight revenue, which ill afford the Bieber route no less favorable an opportunity than the Klamath alls route to share in the traffic moving between the areas described in aragraph 14. As used in this paragraph, the term Klamath Falls route or ateway Includes, and the provisions hereof cover, traffic interchanged at hemult, a point on the Klamath Falls route.

16. NuCo and Santa Fe shall join with Western Pacific in conducting operaions via Bleber without discrimination or limitation, including the furnishing { specialized equipment, switching services, and the maintenance of train chedules so as to handle traffic interchanged between them there in a prompt nd expeditious manner and NuCo shall accord such traffic no less favorable reatment than it accords traffic interchanged with connecting lines at Klamath alls, Chemult, or Portland,

17. NuCo shall establish and maintain joint rates with Western Pacific and its ɔnnections, via Bieber, and with the Milwaukee, via Portland and via Vancouver, 'ash., between all points on the Milwaukee and its connections, on the one hand, nd, on the other, all points on Western Pacific and its connections, on bases > less favorable than shall apply from time to time via the Milwaukee and outhern Pacific via Portland.

18. NuCo shall establish and maintain joint rates with Western Pacific and 8 connections, via Bleber, and with Union Pacific, via Ben, Oreg., and via ancouver, Wash., between all points on Union Pacific and its connections in e Pacific Northwest, on the one hand, and, on the other, all points on Western acific and its connections, on bases no less favorable than shall apply from me to time via Union Pacific and Southern Pacific via Portland.

19. The Milwaukee, as a condition to its securing trackage rights over the nes of NuCo between Longview Junction, Wash., and Portland, Oreg., between enton and Snohomish, Wash., and between Everett and Bellingham, Wash., all:

(a) Establish and maintain joint rates via Portland, Oreg., and Vancouver, ash, with NuCo and with Western Pacific and its connections, via Bieber, tween all points located on the Milwaukee and its connections, on the one ind, and, on the other, all points on Western Pacific and its connections, on ses no less favorable than shall apply from time to time via the Milwaukce id Southern Pacific via Portland, and

331 1.C..

(2) Simintain in connection with freight traffic moving via the Bieber route freight train schedules and service no lesș favorable than it shall contemporaneously maintain in connection with Southern Pacific via Portianä,

..20. The Milwaukee, as a condition to its securing various gateways and trackage rights herein;

(a) In connection with freight traffic moving from, to, or via any point located on its lines (or which in the future may be located on its lines or the lines of. Its successor as a result of merger or consolidation of trackage rights or lease or an extension of line) in Illinois, Missouri, Iowa, Wisconsin, Michigan, and Kansas, on the one hand, and, on the other, points in California north of and including Caliente and Santa Margarita, shall: (1) join with its connections in maintaining via the various central transcontinental routes freight train schedules and service at least equal in all respects to the freight train schedules and service contemporaneously maintained by the Milwaukee and its connections between such territories via any of the northern transcontinental routes, (2) join with its connections in maintaining via the various central transcontinental routes joint through rates on bases no less favorable than those which the Milwaukee shall join with its connections in maintaining via any of the northern transcontinental routes, and (3) cooperate with its western connections to secure by active solicitation the routing of the maximum of freight traffic via the various central transcontinental routes and shall route unrouted traffic via such routes, and

(b) In connection with freight traffic moving from, to, or via any points located on its lines (or which in the future may be located on the lines of its successor as a result of merger or consolidation of trackage rights or lease or an extension of line) in Illinois, Missouri, Iowa, Wisconsin, Michigan, and Kansas, on the one hand, and, on the other, points in Oregon and Washington and the Province of British Columbia, shall join with its connections in maintaining via the various central transcontinental routes joint through rates on bases no less favorable than those which the Milwaukee contemporaneously shall maintain, or shall join with its connections in maintaining, via any of the northern transcontinental routes.

21. NuCo and Soo Line shall, subject to any necessary approval of this Commission, promptly enter into and execute the agreements indicated below and shall thereafter prepare and file with this Commission any and all required applications and supporting evidence to:

(a) Amend that certain contract dated September 18, 1959, between Great Northern and Minneapolis, St. Paul & Sault Ste. Marie Railroad Company, covering coordination of certain lines of Great Northern and Soo Line between Lignite, N. Dak., and Crosby, Minn., and Hankinson and Geneseo, N. Dak., approved by order of this Commission dated January 28, 1960, in Finance Docket No. 20837, so as to give Soo Line the full and equal joint use of the "Crosby Joint Section" as that term is defined in said contract, and all spur tracks. (b) Amend that certain contract dated July 5, 1955, between Great Northern and Minneapolis, St. Paul & Sault Ste. Marle Railroad Company, covering 3311..C.