Agreement made this .....day of............by and between..............., of............, hereinafter referred to as "the Debtors,"...................., hereinafter referred to as the "Trustees/'.......and the undersigned creditors of said debtors, hereinafter referred to as "the Creditors" Witnesseth:
Whereas, the said Debtors are indebted to numerous creditors whose obligations are now matured, and presently to mature, and are unable to pay because of the present condition of the..........market.
Now, Therefore, the Debtors, in consideration of the premises, and of the sum of One dollar, to them paid by the Trustees, upon the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the mutual promises and agreements hereinafter contained, have granted, bargained, sold, assigned, transferred and set over, and by these presents do grant, bargain, sell, assign, transfer and set over unto the Trustees, their successors and assigns, all and singular the goods, chattels, stock, notes, claims, demands, property, real, personal or mixed, and effects, of every description, and wheresoever located, including money, merchandise manufactured, unmanufactured and in process.
To Have and to Hold the same, and every part thereof, unto the said trustees, their successors and assigns.
In Trust, Nevertheless, to receive and take possession thereof, and in their discretion to carry on the business of the Debtors for such period of time as, in their discretion, they may deem for the best interests of the Creditors, and to sell and liquidate the aforementioned assets of said Debtors, and to convert the same into money, on such terms and at such prices, as in their judgment they see fit, and proper, and to collect all debts and demands hereby assigned, as may be collectible, and out of the proceeds of such sales and collections.
1. To pay and discharge all the just and reasonable expenses, costs and charges of executing this agreement and carrying into effect the trust hereby created, including counsel fees to the attorneys for the Trustees, and for the Creditors' committee, in connection with the preparation and execution of this trust, and then to pay and discharge in full, all debts and liabilities of the Debtors, each of which are less than $100 in amount, and then to pay (if the residue of said proceeds is sufficient for that purpose), to the Creditors, all the debts and liabilities now due, or to grow due, from the Debtors, with interest thereon to the date of payment, and if the residue of said proceeds shall not be sufficient to pay said debts and liabilities, with interest, in full, then to apply the said residue of said proceeds to the payment of said debts and liabilities ratably and in proportion, which lesser sums shall be accepted in full discharge and satis* faction of the demands and claims of the Creditors.
2. After the payment of all the debts and liabilities of the Debtors in full, with interest, if there shall be any remainder or residue of said property or the Debtors, their legal representatives, heirs and assigns.
3. And in furtherance of the premises, the Debtors do hereby make, constitute and appoint the Trustees their true and lawful attorneys, irrevocably, with full power and authority to do all acts and things which may be necessary in the premises to the full execution of the trust hereby created, and to ask and demand, recover and receive of and from all and every person or persons, all property, debts, and demands due, owing and belonging to the said debtors, and to give acquittances and discharges for the same; to sue, prosecute, defend and implead for the same; and execute, acknowledge and deliver all necessary instruments in connection therewith; and the Trustees are hereby vested with full power, authority and right by the Debtors, and are authorized to sign the name of the debtors to any check, draft, promissory note or other instrument, in writing, which is payable to the order of the Debtors or to sign the name of the Debtors to any instrument in writing, whenever it shall be necessary so to do to carry into effect the object, design and purpose of this trust.
4. The Trustees shall have the right to hear and determine any and all claims and demands made by any parties with reference to transactions had by them with the Debtors, and shall have the right to compromise, arbitrate, and adjust any and all such claims in such manner as the Trustees may deem for the best interests of Creditors, and the Trustees shall have the further right, provided in their opinion the best interests of Creditors will be served thereby, to purchase or anticipate the claims of Creditors of said Debtors; also to discharge any liens or claims to release merchandise belonging to the Debtors.
5. It is understood that the Debtors may continue in business and the Trustees shall have the right to consign or sell to said Debtors, from time to time, merchandise, manufactured, unmanufactured or in process, transferred to the Trustees under this agreement, upon such terms as to the Trustees may seem proper.
6. The Trustees shall not be liable for any loss resulting from the non-payment or non-collection of the purchase price of any merchandise sold by them, nor shall they be liable for any depreciation in any security taken by them upon the sale of merchandise, nor shall they be liable for the selection of any depositary in which a bank account may be opened, nor shall said trustees be liable for any error of judgment or mistake at law, or for anything but their own individual, willful fraud.
8. The Trustees, as at any time constituted, notwithstanding any vacancy, shall have the power, rights, and interests of the Trustees as herein originally appointed. In the event that any of said Trustees shall die, resign or become otherwise disqualified from acting, the remaining Trustees may fill any vacancy, and such additional and succeeding Trustee shall have and shall exercise all the power and authority under this agreement and trust as was previously possessed by a Trustee, as originally appointed. The majority vote of the Trustees shall constitute the final determination of the Trustees upon any matter in which all of the Trustees shall not be unanimous.
9. The Trustees are authorized to employ, during the term of this agreement, the debtors for such time upon such conditions, and at such salary, as to them may seem proper.
10. The Trustees shall keep books of account showing the receipts and disbursements, which shall be open for reasonable inspection during business hours by any of the parties to this agreement, and upon the termination of the trust, the Trustees shall, upon demand, account in writing to any of the parties to this agreement for the trust estate.
11. Nothing herein contained, in so far as a specific delegation of power to the Trustees is concerned, shall in any wise limit their general power as Trustees.
12. Each of the Creditors hereto agrees that he will not, pending the execution of this trust, institute any proceeding at law or in equity, or in bankruptcy, against the Debtors, and that he will not become a party to any proceeding in bankruptcy against said Debtors, and in the event of any proceedings by or against said Debtors being had, which will require any proofs of claim or other written instruments to be executed by or sworn to by any of the creditors, each of the creditors, for himself undertakes to execute said agreement or proof of claim, and further power of attorney as may in the opinion of the Trustees, be requisite to further carry out the spirit of this agreement.
13. The Trustees do hereby accept the trust created by this agreement, and covenant faithfully to perform the terms hereof, and comply with its provisions, and agree to act without compensation.
14. It is understood and agreed that the trust herein created shall continue until the 1st day of February, 1920, at which time all property and assets remaining in the hands and possession of the Trustees shall be disposed of at public or private sale, in such manner as the Trustees and a majority of the committee may deem proper, unless a majority of the committee shall deem it advisable to extend the trust from time to time, timely notice of which extension shall be given by mail to the Creditors.
15. Any Creditor may become a party to this agreement by signing the same or a copy, and all copies hereof shall be deemed one and the same instrument.
16. The said Debtors do hereby agree upon demand to execute from time to time such other and further instrument as a majority of the Trustees may request, and which said majority of the Trustees may be advised to be necessary and proper to carry into effect the purposes and intent of this agreement.
In Witness Whereof, the parties have hereunto set their hands and seals, the day and year first above written.