Agreement made this........................between such holders of the....................Bonds of..........
..........(hereinafter called the "Company"), due on or before...............; and such holders of the debentures, preferred stock, and other securities of or claims against the said Company, as shall become parties to this agreement in the manner hereinafter provided (hereinafter called the "Depositors"), ...........and....................(hereinafter called the "Committee");
Whereas, the Company is now without any quick assets with which to continue its business; and
Whereas, the said Company is the owner of certain real estate on which there is a power plant furnishing heat and power to buildings on the property, and buildings occupied by tenants, and other buildings which might be leased or otherwise profitably employed, which power plant will be discontinued for lack of means to operate it, and all of which buildings and power plant will deteriorate in value, tenants, and opportunities for leasing, or other use of the property lost if the property is not kept up and used for the purposes to which it is adapted; and
Whereas, the holders of the....................Bonds, and the holders of debentures, preferred stock, and other securities of or claims against the said Company, desire to organize and unite for the protection of their interests and thereby secure concerted action in order to preserve the property and assets of the Company;
Now, Therefore, in consideration of the premises and of the benefits and the advantages to be derived by them respectively from the union of interests and concert of action, the Depositors, each for himself and not for any of the others, do hereby agree with each other and the Committee as follows:
1. The Depositors hereby make, constitute and appoint the Committee and their respective successors selected as hereinafter provided, as a Committee for the purposes and with the powers in this agreement provided, and further hereby constitute and appoint said Committee,...................., of
..............., as the Depositary for the purposes stated in this agreement. A copy of this agreement signed by the Committee shall be filed with the said Depositary, and shall be conclusive evidence of its authority to act as such. The Committee may in its discretion change the Depositary, which change shall be signified to the original Depositary by a written notice addressed and mailed to it, postage prepaid, the provisions hereof in relation to the appointment, rights and duties, of the original Depositary to apply to any successor Depositary.
2. The Depositors respectively agree to assign, transfer and deliver, and do hereby assign, transfer and deliver to the Committee, the claims against the Company, the bonds, debentures, preferred stock, and all right to receive common stock of the Company and all documentary evidence of any such right, all hereinafter called "Securities," the nature, amount and class of which is set forth at the end hereof. All the...............
Bonds shall have attached all coupons. All securities of the Company, including stocks of whatever class, title to which passes by endorsement, except those in terms payable to bearer, deposited as herein provided, shall be properly endorsed, in blank without recourse, and all of said securities of the Company so deposited shall have attached thereto all stamps required by law, either Federal or State, to make the transfer effective and legal.
3. Whenever an instrument of assignment is necessary, it shall be executed in blank, in such form as shall be approved by counsel to the Committee and shall have attached thereto all stamps required by law, either Federal or State, to make the transfer effective and legal.
4. The Committee is hereby vested, under the terms of this agreement as Trustees of an express trust, with the legal title to all such bonds, debentures, preferred stock, rights and other securities and claims as may be deposited and endorsed or assigned under this agreement and to all coupons, if any, attached to any of said bonds or debentures, and all securities of whatever characted so deposited or assigned shall be held by the Depositary subject to the order of the Committee.
5. The deposit with the Depositary or the endorsement or assignment to the Committee or its nominee of any of said securities of whatever character shall constitute the respective depositors parties to this agreement and entitle them to the benefits and bind them by all the terms hereof with the same force and effect as if they had actually executed this agreement. All securities deposited with or assigned to the Depositary or endorsed or assigned to the Committee's nominee, shall be held by the Depositary or by the said nominee, as the case may be, subject to the order of the Committee. Neither the Depositary, the Committee nor its nominee shall be liable for any action taken in good faith in the belief that the depositor or assignor of any securities of the Company is the lawful owner and holder thereof, or that any document or signature transferring or purporting to transfer any of said securities is genuine, but all loss or liability, if any, of the Depositary or of the Committee or of the Committee's nominee, caused otherwise than by bad faith shall be conclusively deemed to be part of the expenses of the Committee as herein provided for.
6. Upon every such deposit, endorsement or assignment, a Certificate of Deposit shall be issued by the Depositary substantially in one of the forms hereto attached, stating the name of the Depositor and describing the character of the security and the amount thereof deposited, endorsed or assigned, and the same shall be delivered to the Depositor. The interest represented by such certificate of deposit shall be assignable, subject to the terms and conditions of this agreement, by transfer upon the books kept by the Depositary for that purpose by the holder thereof in person or by attorney upon the surrender of such certificate of deposit duly endorsed for transfer. Upon the transfer of any certificate of deposit, the transferee shall for all purposes be substituted for the prior holder, and the holders of the respective certificates of deposit may be treated as absolute owners thereof and have all of the rights of the original depositor, and neither the Committee nor the Depositary shall be affected by any notice to the contrary. The Committee may, in its discretion, from time to time, cause the transfer books of the certificates of deposit to be closed for such period or periods as it may deem expedient. The Committee may, from time to time, appoint such registrar or registrars for certificates of deposit as it may deem advisable.