Agreement between the Y. V. R. R. and S. P. R. R. Co. and A. T. S. F. Ry. Co.

              THIS AGREEMENT made this 14th day of February, 1908, by and between the YOSEMITE VALLEY RAILROAD COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, the party of the first part, the SOUTHERN PACIFIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Kentucky, and the ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, a corporation duly organized and existing under and by virtue of the laws of the STATE of Kansas, the parties of the second part

              WHEREAS the party of the first part is the owner and engaged in the operation of a railroad which runs from the City of Merced to a point on the Merced River near the westerly boundary of the Yosemite National Park in the State of California; and

              WHEREAS it is deemed desirable by the parties hereto that they should make fair and equitable arrangements for the interchange of passengers and freight traffic at the said City of Merced between the said railroad of the party of the first part and the railroads running through the said City of Merced which are now operated by the parties of the second part;

              NOW, THEREFORE, THIS INDENTURE WITNESSTH that it is mutually agreed by and between the parties hereto as

              FIRST Each of the parties of the second part, at its own expense, shall maintain on its grounds a direct and separate track connection between its tracks and the tracks of the party of the first part at the City of Merced, State of California, so that a full and complete interchange of business may be had and carried on between the railroads of the parties hereto during the entire term of this agreement.

              SECOND The party of the first part will become a member of the Pacific Car Service Bureau.

              Third Motive power or equipment leased to the party of the part by either of the parties of the second part shall be at the then prevailing rates charged each other by the parties of the second part.

              Fourth Passenger train cars shall be interchanged and paid for upon the same basis as is then in force between the Atchison, Topeka and Santa Fe Railway Company and the Southern Pacific Company; and freight train cars shall be interchanged and paid for on a per diem basis as contemplated by the rule of the American Railway Association.

              Fifth Interchange of equipment shall be under the prevailing rules of the Master Car Builders Association, and all damage to or destruction of equipment shall be settled according to such rules.

              Sixth Damage of whatever nature or character occurring to motive power furnished by either of the parties hereto to the other, whilst in possession or control of the latter not covered by the fifth subdivision or paragraph hereof shall be borne by such party.

              Seventh All passenger equipment required for special excursion parties from lines of either of the parties of the second part shall be furnished by that one of the parties of the second part interested in the transportation, and the party of the first part shall pay customary mileage rates therefor.

              Eighth The party of the first part shall arrange direct with the Pullman Company for such sleeping cars as shall be require for use between Merced and the end of its line.

              Ninth The party of the first part agrees to furnish all equipment for hauling passengers and baggage destined to points on the line of the party of the first part and arriving at Merced by regular trains of the parties of the second part.

              Tenth The parties of the second part will endeavor to give the party of the first part use of waiting rooms in their passenger stations at Merced and space therein for the sale of tickets; for such accommodation a reasonable charge shall be paid by the party of the first part.

              Eleventh Passenger and freight cars interchanged at Merced between the party of the first part and either of the parties of the second part shall be placed on interchange track and such placing shall constitute delivery by one party to the other. Interchange at Merced of less than carload shipments of freight or express, shall be accomplished by unloading onto platforms or trucks, or transferring into cars by party delivering.

              Twelfth For all carload freight originating at any point on the lines of the party of the first part and destined to points on the lines of the parties of the second part or their connections, the parties of the second part shall furnish cars on requisition of party of the first part as promptly as they do for shippers on their own lines at competing points in California. All cars so furnished shall be loaded and delivered by the party of the first part to that one of the parties of the second part over whose line such freight is to be transported.

              Thirteenth. It is further agreed that the traffic between said roads shall be interchanged during the term of this agreement upon the following terms and conditions

              (a) No switching or other charges shall be made by either party hereto for interchange of business, whether freight, passenger or express, between said roads, at the junction thereof at or near Merced. Nothing herein contained is, however, intended to prevent charge for switching to or from private industrial sidings at or near Merced whenever such charge is ordinarily collected from shipper or consignee in addition to the established transportation rate at the time of movement. Such switching charge shall accrue to the line performing the switching service.

              (b) Through freight rates to or from points on the line of the Yosemite Valley Railroad shall be the combination of the published tariff rates applying to and from Merced.

              (c) Claims for overcharges on freight shall be settled under the Freight Claim Association and such rules shall govern in settlement.

              (d) All claims for loss or damage to freight shall be settled under Freight Claim Association rules.

              (e) The parties of the second part shall include in their folders at their own expense, time tables of the party of the first part, and should the party of the first part issue a folder, it shall at its own expense, include therein time of connecting trains of the second parties.

              (f) Through passenger rates to or from points on the lines of the Yosemite Valley Railroad shall be the combination of locals on Merced and shall be so divided.

              (g) Statements will be rendered and settlements made on all interline freight and passenger business by the three parties hereto in accordance with the established practice between railways interchanging business.

              (h) The parties of the second part will make as favorable arrangements relative to stopover privileges at Merced on tickets reading over their lines as are authorized at any other gateway for travel to Yosemite National Park, or for other similar resorts such as for Lake Tahoe and Grand Canyon of the Colorado.

              (i) Loss or damage claims arising from the transportation of baggage which is covered by interline one way or round trip tickets will be handled or paid by that company, party hereto, on whose railroad the loss or damage occurs. Where said loss or damage cannot be located, expenses arising from settlement thereof shall be borne jointly on the basis of each party's share in the revenue received from said tickets. Baggage covered by interline one way or round trip ticket to be checked (under rules governing on railroads of parties of the second part) to or from points on railroad of party of the first part. A round trip ticket will be considered as equivalent to two one way tickets.

              (j) If transfer of passengers or baggage at Merced should become necessary in the regular course of business, expense of such transfer shall be borne by delivering company.

              Fourteenth. It is further covenanted and agreed by and between the parties hereto that first party shall and will grant unto Southern Pacific Company and the Atchison, Topeka and Santa Fe Railway Company, second parties, exactly equal rates, facilities, rights, privileges, and benefits in connection with all traffic competitive between said second parties, and will interchange such freight and passenger traffic with them freely, maintaining absolute neutrality as between said companies.

              Fifteenth In case the parties hereto cannot agree as to any matter or thing covered by this agreement, the point or points in controversy shall be submitted to three arbitrators, one to be chosen by the party of the first part, and one by the party of the second part, and the third to be chosen by the two first appointed, and the decision reached by any two of the said arbitrators shall be final and binding upon the parties hereto as to the point or points in controversy.

              Sixteenth This agreement shall be binding upon the successors and assigns of the parties hereto, and shall be and remain in full effect for a period of five (5) years from the date hereof, and for the further period of three (3) years immediately following, unless six (6) months prior to the close of the five year period notice of the desire to terminate this agreement is given in writing by one of the parties hereto, to both on the other parties interested.

              IN WITNESS WHEREOF the parties hereto have, on the day and year first above written, executed these presents in triplicate.

              YOSEMITE VALLEY RAILROAD COMPANY
              (Signed) By F. G. Drum, President.

              SOUTHERN PACIFIC COMPANY
              (Signed) By E. E. Calvin, Vice Pres't.

              ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY
              (Signed) By A. H. Payson, Asst. to Pres't.

Approved as to Form
     (sgn) Wm. F. Herrin
          Chief Counsel