Article Text
The undersigned and each creditor entitled to participate in said Trust Fund shall receive a participation certificate representing his or her interest in the trust assets.
Said Trust Fund shall be exclusively for the benefit of the depositors and creditors of Bank of Sparks, Inc., but if and when said depositors are paid in full the amounts of their original claims against said bank, together with interest at the rate of four per cent (4%) per annum from November 1, 1932, then any balance shall be distributed to the stockholders of Bank of Sparks, Inc., or their successors in interest, as their interests may appear.
That the assets of each of said Wingfield banks shall be separately appraised by six (6) appraisers who shall be appointed as follows: one by the Receiver of The Reno National Bank, one by the Receiver of the First National Bank of Winnemucca, one by the State Bank Examiner of Nevada, and two (2) others, to be selected by Victor F. Mueller, who acts for certain large corporations interested in the reorganization of the Wingfield Banks and one to be selected by the chairman of the respective depositors' committees of the present closed banks.
All assets of this and all of the other Wingfield banks determined by the appraisers to be good and/or good but slow shall be sold, transferred and assigned to a mortgage company so organized and incorporated as to be a qualified borrower from the Reconstruction Finance Corporation, or other governmental loan associations or agencies, and to a NEW BANK, which shall have a capital of $500,000.00 and a surplus of $500,000.00, and which shall have a charter and the right to operate a main bank with branches. The par value of the shares of the new bank shall be $100.00. The capital of the mortgage company shall be approximately $500,000, but said capital may vary depending upon the amount of assets transferred thereto under the appraisals and classifications. The par value of the shares of the mortgage company shall be $1.00 each.
The appraisers herein provided shall determine and fix the specific assets of the Wingfield banks which shall be placed in the "New Bank" and the specific assets which shall be placed in the "Mortgage company."
The assets so placed in the new bank and/or mortgage company and acquired from the State Bank Examiner in charge of the suspended bank shall equal the liabilities of the suspended bank absolutely assumed and/or paid by the new bank and/or mortgage company pursuant to this agreement and under like agreements executed by other creditors, and under such contract with the State Bank Examiner as shall be entered into in the acquisition of said assets. Said amount of assets so placed and retained in the new bank shall be subject to adjustment in amount equals to equal the sum actually found to be necessary at the time of acquisition, to compensate the new bank and/or mortgage company for the total liabilities to be assumed and/or paid by it. The assets retained by the new bank or mortgage company are to be taken at their face value with adjustment of interest to the date of transfer where the asset is interest bearing, and any asset, whether interest bearing or not, may be taken over at the value fixed by the appraisers which appraised value be agreed upon by the new bank and the State Bank Examiner.
All assets of Bank of Sparks, Inc., which are deemed by the appraisers doubtful or losses shall also be sold, transferred and assigned to the new bank and/or mortgage company but the new bank or mortgage company will transfer all of said items (hereinafter called the Trust Fund) to three liquidating trustees to be appointed by the Judge of the District Court of the District of Nevada having jurisdiction thereof. Said trustees must be depositors. Said Trust Fund shall be held in trust and shall be distributed pro rata from time to time by said trustees to the creditors holding and contributing the aforementioned portion of claims. The trustees shall make no charge for their services but they shall be entitled
Whenever the new bank and/or the mortgage company and the Trust Fund are each interested in any asset or line of credit, the new bank shall have a first lien upon the security, if any, accompanying such asset or line of credit, the mortgage company shall have the second lien thereon, and in such order shall be entitled to receive out of said asset or line of credit or the security therefor, the full amount of their respective interests therein before any part thereof shall be recovered by said trustees.
The new bank and/or mortgage company for a period of two years from and after the organization of the new bank shall have the right to substitute any of the unliquidated assets retained in the new bank and/or mortgage company (or renewals thereof in whole or in part when renewal is made) for any of the trust assets or the proceeds of liquidation of same, said exchange to be limited to bills receivable and to be upon the basis of original purchase price with mutual adjustment of interest to the date of exchange or substitution, that such exchange shall only be made between assets originating (at time of transfer) from the State Bank Examiner in charge of Bank of Sparks, Inc. No distribution shall be made by the trustees until after the expiration of said period of substitution.
At any time after the expiration of said period of exchange or substitution the liquidating trustee or trustees shall, upon the written request of the owners of a majority in amount of said participation certificates sell the remaining trust assets at public sale to the highest bidder for cash after having given such notice of time and place of sale as may be required by the creditors requesting said sale, and said trustee or trustees shall thereupon make final disposition of the proceeds of said trust assets then on hand in the manner and for the purposes hereinabove provided. At such sale the new bank and/or mortgage company may be a purchaser of all or any part of said residue of the trust assets.
During the entire period while said assets are in process of liquidation by said liquidating trustee or trustees, a representative committee of three depositors or their successors shall be conferred with from time to time concerning such liquidation and shall have full access to the books and records of said Trust.
It is understood that said trustee or trustees shall exercise their powers jointly, but a majority thereof, if three trustees be appointed, shall control, and in the event of a vacancy the powers and duties thereof may be performed by the surviving members. A majority in interest of the creditors holding participation certificates in said trust may elect new trustees at any time upon giving thirty days' written notice of such election to each depositor and creditor holding participation certificates.
Forrest W. Eccles, E. S. Dyer and J. Clarence Kind, are hereby designated as the executive committee of the depositors' committee of said suspended bank and are granted the power and authority and shall, when said new bank and mortgage company have been organized as provided in this agreement, transfer to said new bank and/or mortgage company the undersigned's claim against the suspended bank so as to enable the new bank and/or mortgage company to use the same in part in purchasing and acquiring the assets of said suspended bank from the State Bank Examiner. Said executive committee or the new bank and/or mortgage company as the successor in interest of