Agreement Between Creditors of Bankrupt Corporation for Joint Action to Protect Mutual Interests

"Corporation," as shall become parties to this agreement, hereinafter called the "creditors," and....

and

.hereinafter called the "Committee," and the Bank, hereinafter called the "Depositary,". WHEREAS the Corporation is indebted to the various unsecured creditors in the aggregate amount of $......and

WHEREAS the Corporation was duly adjudicated a bankrupt on or about the.. ....day of..

.and

WHEREAS the Creditors deem it to their best interests and propose to act together for the protection of their mutual interests,

NOW, THEREFORE, in consideration of the premises and of the undertakings herein contained, the Creditors, each for himself and not for any of the others, the Committee and Depositary, agree as follows:

1. The Committee and their respective successors are hereby constituted and appointed and agree with one another and with the Creditors to act as the committee to exercise the powers and perform the duties hereinafter set forth.

2. The Creditors, severally agree forthwith to deposit under the terms of this agreement with the Depositary at its office at proofs of their respective claims duly executed, together with power of attorney to the said Committee and their respective successors, irrevocable for the purposes of this agreement, and shall constitute part of this agreement as fully as though herein embodied.

3. The Depositary agrees to issue its receipt to the Creditors whose claims are deposited pursuant to the provisions of this agreement. The Committee may treat the person in whose name any receipt hereunder is issued as the absolute owner thereof, and of all rights of an original Depositor.

4. The Committee will institute an investigation into the affairs of the Corporation and report its findings and recommendations to the Creditors and submit a plan of action looking

toward a realization on said claims. The Committee shall file any such plan with the Depositary and mail a copy to each Creditor at his address.

5. The Committee, in its sole discretion, may fix as a fair contribution for the compensation, expenses, liabilities, obligations and indebtedness of the Committee and Depositary a sum not exceeding. % of the aggregate par value

of the deposited claims.

6. Any holder of a receipt shall have the privilege, within days after the filing and mailing of any plan aforesaid, to withdraw from said plan, and upon surrender of the said receipt, to receive the proof of claim and power of attorney. Any Creditor who does not so withdraw within said period shall be conclusively and finally deemed for all purposes to have waived irrevocably the right to withdraw and such plan shall be binding on all Creditors who shall not have so withdrawn, and they shall be conclusively and finally deemed for all purposes to have assented to such plan and to the terms thereof whether they receive actual notice thereof or not and be irrevocably bound and concluded by the same.

7. The Committee shall be under no obligations to enforce or carry out any plan which it may propose, and it shall have full power to determine when a sufficient deposit or assent has been made hereunder to justify it in declaring any plan adopted under this agreement to be operative.

8. (a) The Committee may elect a chairman, may appoint a secretary and an assistant secretary who need not be members of the Committee and who shall keep a record of its acts and proceedings. Any member of the Committee may resign by giving notice of his resignation in writing to the chairman or secretary and the committee may settle any account or transaction with such member and give a full release or discharge to him upon such resignation. The Committee may at any time add to its number and may fill all vacancies occurring in its number from any cause but need not necessarily do so and the Committee as at any time constituted, shall exercise all the powers and rights of the Committee as originally formed. Any member of the Committee may, by written proxy, authorize any person, including any other member of the Committee, to

act in his place. A majority of the members of the Committee shall constitute a quorum for all purposes and all of the powers of the Committee may be exercised by a majority of its members either at a meeting or in writing without a meeting. Notice of any such action had without a meeting shall be forthwith given to all members not participating therein. The Committee may authorize and empower any one or more of its members to exercise any of the powers of said committee.

(b) The Committee may from time to time make, alter or rescind such rules and regulations for the transaction of its business as to it may seem advisable and may extend or limit the time within which and the conditions under which claims may be deposited.

(c) Neither the Committee nor any of its members shall be under any obligation to take any action which shall in its or his opinion render him or it personally liable unless the Creditors give it or him good and sufficient indemnity.

9. The Depositary may resign and be discharged from all further obligations of any kind upon serving written notice of its resignation upon the chairman or secretary of the Committee, and in that event a successor as Depositary may be appointed by the Committee. Such successor shall be vested with all the powers, rights and duties of the original Deposi-ary appointed hereunder, and outstanding receipts shall have the same force and effect as if issued by such successor Depositary.

10. The Committee shall have power to employ such Depositaries, attorneys, accountants, appraisers, agents or employees as in its discretion shall be necessary or useful and to pay such compensation as it shall deem proper and shall be entitled to reasonable compensation for its services and any plan adopted may provide for the payment thereof. Neither the Committee nor any of its members nor the Depositary shall be personally liable for any act or omission of any agent, attorney or employee selected in good faith nor for any error of judgment or mistake of fact or law or for any thing other than his individual willful malfeasance. No member of the Committee shall be liable for the act or failure to act of any other member of the Committee. Neither the Committee nor

any of its members shall be personally liable for any act or omission of the Depositary.

11. The Committee is authorized and empowered to construe this agreement and any plan or agreement of reorganization, readjustment or sale adopted pursuant to this agreement and its construction of same made in good faith shall be final, conclusive and binding upon the Creditors and upon the holders of receipts. It may supply defects and omissions herein or in any such plan or agreement or make such modification herein or therein as in its judgment may be expedient or necessary to carry out the same and its judgment as to such expediency or necessity shall be final.

12. (a) The Committee is hereby vested with power in its uncontrolled discretion to take such proceedings and steps, and to give such directions, in court or otherwise, as it may deem necessary or proper for the purpose of protecting the interests of the Creditors and enforcing their rights, and may exercise in respect to the claims deposited, all the rights and powers vested in or conferred upon the owners and holders of such claims.

(b) The Committee may buy property of the corporation and pay therefor with deposited claims.

(c) The Committee may borrow, for such period and upon such terms and conditions as it shall determine, but not to exceed the aforesaid....... % of the total amount of claims deposited, such sums of money as in its judgment may be proper to enable it to meet its expenses or liabilities, or generally for any of the purposes of this agreement, and may charge or pledge the deposited claims for the payment of any sums so borrowed. The Committee shall keep an account of its receipts and expenditures and upon the termination of its duties shall file a copy of such account with the Depositary and thereupon the Committee shall be discharged from all its duties and obligations.

13. Any member of the Committee and any firm or corporation with which he may be associated and the Depositary, its officers or agents, may make deposit of his, its or their claim hereunder, the same as any other Creditor, and may be or become pecuniarily interested in any matters which are or may

be the subject of this agreement or of any plan or reorganization, readjustment or sale which the Committee may adopt as herein provided.

14. The Depositary shall act as agent of the Committee and be protected in acting or omitting to act or for any action taken upon the written instructions of the Committee. That the claims deposited hereunder shall be held by the Depositary subject at all times to the order and full control of the Committee and the Depositary shall deliver the same or any of them upon written order of the Committee or a majority thereof and shall be under no other liability.

15. The certificate of the chairman or secretary or assistant secretary of the Committee as to the action taken by the Committee shall be conclusive upon the Depositary and upon the Creditors as to all acts and things so certified to have been done by the Committee.

16. If for any reason the Committee shall consider it expedient at any time to terminate this agreement, it may do so, giving like notice of its election as hereinbefore provided with respect to the adoption of any plan. In the event of any such termination, holders of receipts shall, on surrender of said receipts, be entitled to the delivery of the claims and powers of attorney herein provided for.

17. All claims deposited hereunder shall be treated alike, and without preference one over the other, and all proceeds or moneys or other property that may be received or obtained by the said Committee hereunder shall be distributed pro rata among the Creditors according to their respective claims.

18. Any notice given as in this agreement provided shall be deemed to be equivalent to actual notice.

19. Each of the parties hereto agrees to execute, acknowledge and deliver any instruments necessary to carry this agreement into effect, and each of the Creditors agrees to submit any further proof that may be necessary to establish the claim filed.

20. This agreement may be signed in counterparts and all such counterparts shall constitute one agreement.

21. This agreement shall be binding upon the parties hereto their successors, legal representatives and assigns, respectively.