Library 
 
 Uciv.©f 111. 
 
 51 
 
 3/(*f 
 
 COLUMBIA GRAPHOPHONE MANUFACTURING 
 
 COMPANY 
 
 FIVE-YEAR EIGHT PER CENT. GOLD NOTES 
 
 AgrEentPttt 
 
 Dated February 2, 1922 
 
 HAROLD STANLEY 
 G. HERMANN KINNICUTT 
 BAYARD DOMINICK 
 ARTHUR W. BUTLER 
 
 Committee 
 
 CHARLES H. PLATNER, 
 
 Secretary, 
 
 140 Broadway, New York City. 
 
 ROOT, CLARK, BUCKNER & HOWLAND 
 31 Nassau St., N ew York City. 
 
 Counsel. 
 
 GUARANTY TRUST COMPANY OF NEW YORK, 
 
 Depositary, 
 
 140 Broadway, New York City. 
 
 The Evening Post Job Printing Office. Inc., 154 Fulton St.. K. T. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
 University of Illinois Urbana-Champaign Alternates 
 
 https://archive.org/details/columbiagraphophOOstan 
 
3gt001U0nt, made this 2nd day of February, 1922, between 
 Harold Stanley, G. Hermann Kinnicutt, Bayard Dominick 
 and Arthur W. Butler (hereinafter called the “Committee”), 
 parties of the first part, and such holders of the Five-Year 
 Eight Per Cent. Gold Notes (hereinafter called the “Notes”), of 
 Columbia Graphophone Manufacturing Company (hereinafter 
 called the “Company”), as shall become parties hereto as herein 
 provided (hereinafter called the “Depositors”), parties of the 
 second part. 
 
 Whereas, the Notes were issued under a Trust Agreement 
 (hereinafter called the “Trust Agreement”), dated as of August 
 1, 1920, between the Company and Guaranty Trust Company of 
 New York, as Trustee, and 
 
 Whereas, the interest on the Notes due February 1, 1922, is 
 unpaid and the owners and holders of the Notes deposited here- 
 under deem it advisable to unite for the protection of their inter- 
 ests and request the Committee to act as hereinafter provided, 
 
 Now, therefore, in consideration of the premises and of the 
 mutual promises herein the Depositors, each for himself but not 
 for the others or any of them, agree with each other and with 
 the Committee as follows : 
 
 First . — Holders of the Notes may become parties to this 
 Agreement by depositing under the terras hereof with Guaranty 
 Trust Company of New York, the Depositary under this Agree- 
 ment, within such period or periods as the Committee may from 
 time to time limit for that purpose, their Notes accompanied by 
 all unpaid coupons, whether matured or unmatured, with all such 
 assignments or other instruments as may be required by the Com- 
 mittee in order to enable it to transfer absolute title to such 
 
 Parties. 
 
 Recitals. 
 
 Noteholders 
 become 
 parties by 
 depositing 
 Notes and 
 coupons. 
 
 Note: The marginal notes were not in the agreement as executed. 
 
2 
 
 Notes. The Committee may, in its discretion, and upon such 
 terms and conditions as it may in each instance prescribe, permit 
 the deposit hereunder of Notes without such coupons, or of cou- 
 pons without Notes. The term “Notes’’, whenever herein used, 
 shall be deemed to include unpaid coupons for interest upon the 
 Notes, unless such meaning is plainly inconsistent with the con- 
 text. The deposited Notes shall be held by the Depositary subject 
 to the order of the Committee. 
 
 Certificates of For every such deposit a certificate of deposit executed by or 
 
 deposit : form 
 
 and transfer. j n p e ] ia if of the Depositary shall be issued to the Depositor. The 
 form of said certificates shall be substantially as set forth in 
 Schedule A hereto. Such certificates shall be transferable only 
 on the books of the Depositary by the holder thereof in person or 
 by attorney upon surrender thereof properly endorsed. Every 
 certificate of deposit shall show what coupons were deposited 
 with the Note. 
 
 Deposit The deposit of Notes and the acceptance of a certificate of 
 
 signature 1 of° deposit therefor shall have the same force and effect as though 
 
 agreement. 
 
 the Depositor had in fact subscribed his name to this Agreement. 
 Upon the transfer of any certificate of deposit the registered 
 transferee shall for all purposes be substituted for the prior 
 Registered holder. The registered holders of the respective certificates of 
 
 holders of 
 
 deposif 163 o£ deposit may be considered and treated as the absolute owners 
 ers 'for a°i wn ’ thereof and of all of the rights of the original Depositors ; and 
 
 purposes. 
 
 neither the Committee nor any member of it nor the Depositary 
 shall be affected by any notice to the contrary. The terms “Depos- 
 itor” and “Depositors” whenever herein used shall include not 
 ■ Depositors’’ only the original Depositor or Depositors but as well registered 
 
 include regis- 
 tered™ 118 ’ holders at any time of any certificate of deposit by transfer thereof. 
 
 Second . — The Depositors constitute the Committee their only 
 and exclusive attorneys and agents for the purpose of carrying 
 
3 
 
 out this Agreement, and constitute and appoint the Committee the Depositors 
 
 constitute 
 
 lawful attorneys of them and each of them, irrevocably, to execute committee 
 in their behalf such instruments in writing and to do all such ^agreement ; 
 
 general grant 
 
 acts and things as to said Committee may seem proper to protect of authority 
 
 ° " 1 A r to Committee. 
 
 or promote the rights of the Depositors. The Depositors hereby 
 assign and transfer to the Committee, and the Committee is hereby Committee 
 
 vested with 
 
 vested with the legal title to, the Notes deposited hereunder and {^Notes' 6 
 is authorized to represent and act for the Depositors for all the 
 purposes of this Agreement. 
 
 Without in any manner or to any extent impairing or limiting, powers of 
 
 Committee : 
 
 by the provisions hereinafter contained, the general grant of enumerator 
 powers hereinabove made, the Committee is authorized to sell, or 
 otherwise dispose of, the interest coupons due February 1, 1922, 
 appertaining to all or any of the deposited Notes, provided that 
 the Committee shall receive in cash $40. for each such coupon so 
 sold or disposed of, and that any cash thus received shall forth- 
 with be paid to the original Depositors of the Notes to which such 
 Coupons shall appertain ; the Committee is also authorized and 
 empowered to transfer the deposited Notes or any of them into the 
 names of the Committee or its nominees; to attend either in 
 person or by proxy all meetings of the holders of Notes, and of 
 any other securities and of creditors of the Company, and to vote 
 the deposited Notes or other securities at any time held here- 
 under on all questions which may come before such meetings as 
 fully to all intents and purposes as the Depositors might do if 
 personally present, with full power of substitution; to give such 
 directions to the Trustee under the Trust Agreement as are ex- 
 pressly or impliedly provided for by the Trust Agreement or are 
 otherwise proper, to exercise all such rights of Noteholders arising 
 upon a default of payment of the interest or principal of the Notes 
 as are expressly or impliedly provided for by the Trust Agreement 
 
4 
 
 Power of 
 Committee 
 to form 
 corporations 
 under agree- 
 ment or re- 
 organization 
 plan. 
 
 "Allied 
 
 Corporation” 
 
 definition. 
 
 or are otherwise proper; and in general, as owners or otherwise, 
 in the name of the Committee or any nominee of the Committee 
 or otherwise, to take or cause to be taken or to intervene or 
 participate in, all such proceedings in equity or at law or other- 
 wise, to execute such papers and to do any and all such things, 
 as the Committee in its discretion shall deem necessary or proper 
 to protect or promote the rights of the Depositors or, with like 
 purpose, to refrain from taking any proceeding or action. 
 
 The Committee may form or cause to he formed such corpora- 
 tions or associations as in its opinion may lie expedient for the 
 purpose of acquiring and taking title to any securities or property 
 which may be received under this Agreement or under any plan 
 and agreement of readjustment or reorganization adopted or 
 approved by the Committee as hereinafter provided on account of 
 or in exchange for the deposited Notes or to other property or 
 securities at any time held hereunder or held under any such plan 
 or agreement ; and may cause such securities or property so 
 received or held to be transferred to and vested in one or more such 
 corporations or associations and may accept in exchange therefor 
 the capital stock or other securities of any corporations or asso- 
 ciations so formed or certificates representative thereof. 
 
 The term “allied corporation” or “allied corporations” 
 or any equivalent term generally used herein shall be deemed 
 to comprehend any and every corporation, any of the stock or 
 securities whereof are owned by the Company or by any corpora- 
 tion or body controlled by the Company and any and every corpo- 
 ration the property whereof is leased or otherwise controlled by 
 the Company or by any corporation or body controlled by the 
 Company. 
 
 Third . — The Committee is hereby given full power and author- 
 ity. if and whenever in its judgment it shall be advisable so to do, 
 
5 
 
 to prepare and adopt (either alone or in co-operation with any 
 committee or other person! representing any notes, indebtedness, 
 stock or other securities of the Company, or stock, bonds, notes, 
 indebtedness or any other securities of any allied corporation) a 
 plan and agreement for the readjustment of the capitalization and 
 indebtedness or the reorganization of the Company or of any one 
 or more of such allied corporations, or of the properties of the 
 Company or of any one or more of such allied corporations, with 
 or without court proceedings; or the Committee may approve any 
 such plan and agreement for readjustment or reorganization, 
 although not prepared by it. 
 
 Any such plan and agreement may be adopted or be approved 
 by the Committee before or after a sale of the property, or any 
 of the property of the Company, and may provide for the sale of 
 the deposited Notes, for the readjustment of the indebtedness 
 represented thereby, and for the sale or re-sale in whole or in part 
 of any property at any time held hereunder or under such plan; 
 and the Committee may, if such plan or agreement shall so provide 
 or contemplate, sell, in whole or in part, the deposited Notes or 
 any securities or other property received in exchange for or on 
 account of the deposited Notes, or otherwise held hereunder upon 
 auy terms set forth in or pursuant to any authority contained in 
 such plan or agreement. Such plan and agreement may provide 
 for the acquisition of such additional property as in the opinion 
 of the Committee may be advantageous; for the organization of 
 such corporations or associations as may be deemed suitable and 
 proper; for the acquisition in any manner by such corporations 
 or associations, or by any other corporation or association, directly 
 or indirectly, through stock or other securities representative 
 thereof or otherwise, of the property embraced within such plan 
 and agreement, or any part thereof; for the establishment of 
 
 Power to 
 adopt reor- 
 ganization 
 plan and 
 agreement. 
 
 Powers in 
 reference 
 thereto ; 
 terms 
 thereof. 
 
6 
 
 voting trusts or voting trust agreements in respect of any shares 
 of stock or other securities having voting power; for the issue, 
 disposition and distribution of all or any of the stock or other 
 securities (or certificates representing a beneficial interest 
 therein) of such corporations or associations; and for raising 
 any cash in its discretion deemed necessary by the Commit- 
 tee for the readjustment or reorganization. Any such plan 
 and agreement may include or recognize floating or other indebt- 
 edness or claims, as well as securities of any class (including in 
 such terms shares of stock) — whether prior or junior to the Notes 
 or to any securities, claims or rights acquired by or on behalf 
 of the Committee under authority conferred hereby — and whether 
 of or against the Company, or of or against any of its allied 
 corporations, or of or against any other corporations, and may 
 include or recognize any property purchased or acquired by or 
 on behalf of the Committee under the authority conferred by any 
 of the provisions of this Agreement or any part thereof. Any 
 such plan and agreement may provide for managers of the reor- 
 ganization or readjustment to take place under it and for the 
 payment of their compensation and expenses and the compen- 
 sation and expenses of any other committee that shall have 
 represented any of the securities or indebtedness in any manner 
 dealt with in any such plan or agreement or in connection with 
 such reorganization or readjustment, and such plan and agree- 
 ment may charge the payment thereof, as well as of all indebted- 
 ness, obligations and liabilities incurred, or advances or loans 
 made, by the Committee, upon the securities or other property 
 subject to such plan and agreement. Any such plan and agree- 
 ment may be in such form, contain such terms and provisions 
 and confer upon the Committee or upon any committee consti- 
 tuted thereunder, or, if such plan and agreement shall consti- 
 
7 
 
 tute managers, on the managers thereunder, such powers, discre- 
 tionary or otherwise, as the Committee may deem expedient or 
 approve, though not expressed or contemplated in this Agree- 
 ment, and may impose such conditions on participation therein 
 or in the benefits thereof as the Committee may deem wise and 
 proper. 
 
 Fourth . — Whenever the Committee shall have prepared and 
 adopted, or shall have approved, any plan or agreement of reor- 
 ganization or readjustment, a copy of such plan and agreement 
 shall be lodged with the Depositary ; and thereupon a brief notice 
 of the fact of such adoption or approval and lodging of such plan 
 and agreement shall be given by the Committee, by publication 
 at least twice in each week for two successive calendar weeks 
 (in each case upon any days of the week) in two daily newspapers 
 of general circulation published in the City of New York and in 
 two daily newspapers of general circulation published in the City 
 of Chicago; a copy of such notice shall be mailed within the 
 week during which the first publication thereof is made to each 
 Depositor whose address shall appear upon the records kept 
 by the Depositary. Such publication of such notice shall be con- 
 clusive notice to all Depositors as of the date of the first publi- 
 cation of such notice, of such adoption or approval and of the 
 lodging with the Depositary of such plan and agreement. 
 
 Any registered holder of a certificate of deposit representing 
 deposited Notes, may within thirty days from the date of the 
 first publication of such notice file with the Depositary notice in 
 writing that he dissents from said plan and agreement. If within 
 the said period of thirty days registered holders of certificates 
 of deposit representing as much as twenty-five per cent, in prin- 
 cipal amount of the deposited Notes shall so file notice of dissent 
 from such plan and agreement, such plan and agreement shall 
 
 Filing of re- 
 organization 
 plan and 
 agreement 
 with De- 
 positary ; 
 publication 
 of notice. 
 
 Filing 
 notice of 
 dissent by 
 Depositors. 
 
8 
 
 When De- 
 positors bound 
 by reorganiza- 
 tion plan and 
 agreement. 
 
 Power to 
 carry out 
 reorganization 
 plan and 
 agreement. 
 
 not become effective, and the Committee may thereafter, from 
 time to time, prepare and adopt or approve and adopt modifica- 
 tions thereof or supplements thereto, or other plans and agree- 
 ments, and give notice thereof by publication as aforesaid. If, 
 however, within such period of thirty days from said first pub- 
 lication of such notice, the registered holders of certificates of 
 deposit representing as much as twenty-five per cent, in principal 
 amount of the deposited Notes shall not so tile in writing with 
 the Depositary notice of dissent as aforesaid, or if at any time 
 within such period the registered holders of certificates of deposit 
 representing as much as seventy-five per cent, in principal amount 
 of the deposited Notes shall tile with the Depositary notice of 
 their approval or consent to such plan and agreement, then in 
 either such case such plan and agreement shall be binding upon 
 all Depositors, all of whom shall be conclusively and finally 
 deemed for all purposes to have assented to the said plan and 
 agreement and the terms thereof, whether they have expressly 
 assented thereto or not, or whether they receive actual notice or 
 not, and shall be irrevocably bound and concluded by the same. 
 
 The Committee shall thereupon be fully authorized to carry 
 out such plan and agreement, and for that purpose shall have full 
 power and authority to transfer, convey and deliver or deposit 
 under any such plan and agreement or otherwise use and deal 
 with the deposited Notes or any securities or other property held 
 by it hereunder or under such plan and agreement as fully as 
 though such action had been expressly assented to by all of the 
 Depositors, and the rights of the Depositors shall be only such as 
 may be conferred by such plan and agreement, and shall be subject 
 to compliance with such terms and conditions as such plan and 
 agreement may impose, as conditions of participation in such plan 
 
n 
 
 and agreement, and in the benefits thereof; and the Committee 
 shall be fully protected in acting upon the faith of any such notice 
 and approval and consent. Whenever said “plan and agreement” 
 is referred to herein it shall be deemed to include any modifica- 
 tions of the plan and agreement or any new plan and agreement 
 prepared and adopted or approved as herein provided. 
 
 The Committee at any time prior to carrying out any plan of 
 readjustment or reorganization may abandon the plan if in its 
 discretion it may deem it advisable so to do, notwithstanding the 
 same has been declared or has become effective, but this Agree- 
 ment shall nevertheless continue in force and the Committee may 
 thereafter from time to time prepare and adopt or approve modifi- 
 cations of such plan or supplements thereto or other plans and 
 agreements and give notice thereof as aforesaid, and all the pro- 
 visions hereof shall be applicable thereto. 
 
 The period of six months from February 2, 1922, or such 
 further period or periods as the Committee by vote of at least a 
 majority of all its members shall fix and announce before the 
 expiration of said period by notice given as provided in this article 
 for giving notice of the adoption or approval of a plan and agree- 
 ment, is hereby specified as the period within which Depositors 
 will be entitled either to receive new securities or cash pursuant to 
 a sale or a plan for the reorganization or readjustment or to the 
 return of the deposited Notes or the proceeds thereof upon com- 
 pliance with the terms of this Agreement, and except as otherwise 
 expressly provided herein Depositors shall not be entitled to 
 receive back deposited Notes or their proceeds before the expira- 
 tion of such period; provided, however, that said period of six 
 months shall not be extended as above authorized for a further 
 period or periods aggregating, with such initial six months' period, 
 more than eighteen months from February 2, 1922. 
 
 Abandon- 
 ment and 
 modification 
 of plan and 
 agreement. 
 
 Time within 
 which reor- 
 ganization or 
 readjustment 
 must be 
 effected. 
 
10 
 
 Discretionary 
 l)Ower of 
 Committee 
 to permit 
 withdrawals 
 of Notes. 
 
 Power of 
 Committee 
 to construe 
 and amend 
 agreement. 
 
 Notice of 
 amendments. 
 
 Piling by 
 Depositors 
 of written 
 notice of 
 disapproval 
 of proposed 
 amendments. 
 
 When De- 
 positors 
 bound by 
 amendments. 
 
 Fifth . — The Committee whenever it deems it to the interest 
 of all the Depositors may, upon such terms as it may deem best, 
 permit such Depositors as it may see fit, upon surrender to the 
 Depositary of certificates of deposit, to withdraw Notes to the 
 amount represented by the certificates of deposit so surrendered. 
 
 The Committee is authorized and empowered to construe this 
 Agreement and its construction made in good faitli shall be final 
 and conclusive upon all of the parties hereto. It may supply 
 defects and omissions herein as in its judgment may be expedient 
 or necessary to carry out the purposes of this Agreement and its 
 judgment as to such expediency or necessity shall be final. The 
 Committee shall have power, whenever in its judgment it may 
 be advisable, to amend this Agreement. All amendments shall be 
 lodged with the Depositary; but if, in the judgment of the Commit- 
 tee, which shall be conclusive and binding, any such amendment 
 shall materially affect the rights of the Depositors, notice of such 
 lodging shall be given by publication and mailing, as provided 
 in the case of notice of adoption or approval of a plan and agree- 
 ment. Such publication of such notice shall be conclusive notice 
 to all Depositors as of the date of the first publication of such 
 notice of the making of such amendment and of the lodging 
 thereof with the Depositary. If within thirty days from the date 
 of the first publication of such notice the registered holders of 
 certificates of deposit representing as much as twenty-five per 
 cent, in principal amount of the deposited Notes file with the 
 Depositary written notice that they disapprove such amendment 
 of this Agreement then such amendment shall not become 
 effective; otherwise all Depositors shall be irrevocably bound and 
 concluded by all such amendments, whether or not they received 
 actual notice of such amendments or the lodging thereof. 
 
11 
 
 Sixth . — The Committee may limit the time within which and 
 fix the conditions upon which deposits may be made hereunder 
 and may extend the time so limited and modify the conditions 
 so fixed, and either generally or in special instances may in its 
 discretion and upon such conditions as it may prescribe accept 
 deposits after the time limited has expired, or otherwise obtain 
 the assent to this Agreement of the holders of the Notes. 
 
 The Committee may, in its discretion, from time to time, 
 cause the transfer or registry books of certificates of deposit 
 to be closed for such period or periods as it may deem expedient, 
 and may give to the Depositors such notice thereof as the Com- 
 mittee may deem proper. 
 
 The Committee shall have power to employ such depositaries, 
 counsel, attorneys, agents or employees as in its opinion shall 
 be necessary or useful. The Committee shall be entitled to repay- 
 ment of all advances made and reimbursement of all expenses 
 and indemnity against all liabilities incurred by the Committee 
 hereunder. 
 
 The members of the Committee agree to serve without com- 
 pensation. 
 
 The deposited Notes and any and all securities or property 
 at any time held by the Committee hereunder are charged with 
 the payment of the expenses and liabilities incurred by the Com- 
 mittee, but no such charge shall exceed one per cent, of the prin- 
 cipal amount of the deposited Notes. No additional individual 
 liability shall attach to the Depositors or any of them for any 
 action taken or expenses or liabilities incurred or advances made 
 by or to the Committee, and the Committee shall look solely to 
 the deposited Notes or other property or securities held by it here- 
 under for reimbursement of such advances, expenses and liabilities. 
 To secure funds necessary to pay the expenses and liabilities of 
 the Committee, or to further any other purpose or purposes 
 
 Time for 
 deposits ; 
 power of 
 Committee 
 to limit 
 or extend. 
 
 Transfer 
 books ; 
 power of 
 Committee 
 to close. 
 
 Compensation 
 and expenses 
 of Com- 
 mittee's 
 agents. 
 
 Members of 
 Committee 
 to receive 
 no compensa- 
 tion. 
 
 Expenses of 
 Committee : 
 lien for 
 limited to 
 one per cent, 
 of principal 
 amount of 
 Notes de- 
 posited. 
 
 u. Of ILL LIB. 
 
12 
 
 Power of 
 Committee 
 to borrow 
 and pledge 
 Notes. 
 Limitation 
 on such 
 power. 
 
 How Com- 
 mittee may 
 act : votes, 
 vacancies, 
 resignations, 
 etc. 
 
 authorized by this Agreement, (lie Committee may borrow or 
 advance money, and, as security for the repayment of the moneys 
 so borrowed or advanced, may pledge, or have a lien upon and 
 retain, the deposited Notes and any securities or other property 
 held hereunder, or any part of such Notes, securities or property; 
 provided, however, that no such pledge or lien shall exceed one 
 per cent, of the principal amount of the deposited Notes subject 
 thereto. On borrowing or advancing money as herein authorized, 
 whether upon pledge of or retention of a lien upon Notes or not, 
 the Committee may, for the sums so borrowed, give to the lender, 
 or to the Committee or to the member or members of the Com- 
 mittee advancing such money, its promissory note or notes, under 
 the hand of the Committee or of its Chairman or of any member of 
 the Committee thereto by resolution authorized. The Committee 
 may in writing direct the Depositary to hold the deposited Notes 
 or any securities or other property held hereunder or any desig- 
 nated part thereof as security for the repayment of any moneys 
 advanced or to be advanced to or by the Committee, in which 
 case such Notes, securities or other property shall be held by the 
 Depositary as security for such advances, with the same effect 
 as if such Notes, securities or other property were actually de- 
 posited with the Committee or other person making such advances 
 as such security. 
 
 Seventh . — The Committee may act by a majority either at a 
 meeting or in writing without a meeting, each member of the 
 Committee being entitled to one vote. Any of the Committee may 
 vote or act by proxy who may, but need not be, a member of the 
 Committee. The Committee may at any time add to its number 
 by appointing, by action of a majority of its members as from time 
 to time constituted, an additional member or members, and the 
 member or members so appointed shall have the same powers as 
 
if specifically named herein and, together with those herein named 
 or their successors, shall constitute the Committee under this 
 Agreement. The Committee as at any time constituted and not- 
 withstanding any vacancies shall have all the rights, powers and 
 interests of the Committee as originally formed. Any member 
 of the Committee may resign by filing written notice of his resig- 
 nation with the secretary of the Committee or with the Deposi- 
 tary. In case a vacancy shall at any time occur in the Committee 
 by death, resignation or otherwise, such vacancy may be filled by 
 a majority of the remaining members of the Committee by the 
 appointment of a successor to fill the same, and the said successor 
 shall have and may exercise all power and authority under this 
 Agreement previously possessed by the person in whose place 
 he shall have been appointed and to the same extent and effect 
 as if he were herein named as one of the Committee. 
 
 Eighth . — Neither the Committee nor any member of it shall 
 be personally liable for any act or omission of the Depositary or 
 its agents. Neither the Committee nor any member of it nor the 
 Depositary shall be personally liable for any act or omission of 
 any agent or employee selected in good faith nor for any error of 
 judgment or mistake of law; nor shall any member of the Com- 
 mittee be liable for the act or acts, default or defaults of any other 
 member, or for anything other than his own wilful misconduct. 
 Neither the Committee nor any member of it nor the Depositary 
 nor any agent of the Committee or of the Depositary nor any of 
 them shall be liable for any action taken in good faith in the belief 
 that any Note or other document or any signature is genuine, 
 and any loss or liability of the Committee or any member thereof 
 or of the Depositary caused otherwise than by bad faith shall be 
 conclusively deemed to be a part of the liabilities of the Committee 
 as herein provided for. The Committee and each member of it 
 
 Committee 
 and Deposi- 
 tary liable 
 only for 
 wilful mis- 
 conduct. 
 
14 
 
 Committee 
 may be 
 pecuniarily 
 interested. 
 
 shall be fully released and discharged from any and all responsi- 
 bility and liability to tbe Depositors upon delivery to and accept- 
 ance by the Depositors of deposited Notes to the amount repre- 
 sented by their certificates of deposit or the net proceeds of the 
 deposited Notes or the securities or other things to which the 
 Depositors may be entitled under any plan of reorganization or 
 readjustment which shall have become binding upon the Depos- 
 itors in the manner hereinabove provided. 
 
 The Committee and any member of it and any firm or cor- 
 poration Avhereof any such member may be a member or officer, 
 and the Depositary, its officers and agents, may be or become 
 pecuniarily interested in any property, securities or matters 
 connected with this Agreement or with any plan and agreement 
 of reorganization or readjustment which the Committee may 
 adopt or approve as hereinbefore provided, or otherwise, or in 
 any property, securities or matters in or with which the Company 
 may directly or indirectly be interested or concerned, and may 
 be or become pecuniarily interested in any purchase from the 
 Committee pursuant to this Agreement and may contract with 
 the Committee or with any committee representing stock 
 or other notes or indebtedness or other securities of the Com- 
 pany, or of any allied corporation or may be a member of any 
 such committee representing such stock or other notes or in- 
 debtedness or other securities, or a member or a manager of any 
 underwriting syndicate, corporation or association which may 
 contract with the Committee or the Company or any such allied 
 corporation, or which may be formed in contemplation of or in 
 connection with any plan and agreement of reorganization or 
 readjustment, or any sale, hereunder, or which may contract with 
 any committee or managers constituted under any such plan and 
 agreement, or with any corporation or association formed pur- 
 suant to such plan and agreement. 
 
15 
 
 Ninth . — The Depositary may upon the request of the Com- 
 mittee appoint agents or other depositaries to accept the deposit 
 of any of the Notes in its behalf, and under its direction to assist 
 in the performance of any other duties imposed upon it as De- 
 positary either by this Agreement or by the Committee. 
 
 The Depositary shall be bound only to exercise reasonable care 
 in the safekeeping of the deposited Notes or other securities or 
 property deposited with it hereunder and to deal therewith in 
 accordance with the direction of the Committee; and the direc- 
 tions of the Committee shall be a complete justification for any 
 action or omission to act of the Depositary. The Depositary may 
 resign upon notice in writing to the Committee. The Committee 
 may fill any vacancy however arising in the office of Depositary. 
 
 Tenth . — 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 so to do as hereinabove in 
 Article Fifth provided in respect of the amendment of this Agree- 
 ment. In the event of such termination of this Agreement Deposi- 
 tors shall surrender to the Depositary their respective certificates 
 of deposit, properly endorsed in blank, and shall pay to the De- 
 positary for the account of the Committee such amount as the 
 Committee may, in its sole and uncontrolled discretion, fix as their 
 pro rata share (not exceeding one per cent, of each deposited 
 Note) of the liabilities and expenses of the Committee, and there- 
 upon Depositors shall be entitled to receive Notes represented by 
 their respective certificates of deposit. 
 
 Eleventh . — Upon the accomplishment of the purposes of this 
 Agreement or other termination thereof, the Committee shall file 
 with the Depositary an account of its receipts and disbursements, 
 and a notice of such filing shall be published once in each week 
 
 Duties of 
 Depositary ; 
 sub-deposi- 
 taries, 
 agents, etc. 
 
 Termination 
 of agreement : 
 procedure, 
 distribution, 
 etc. 
 
 Accounting by 
 Committee : 
 discharge, 
 arbitration. 
 
Binding 
 clauses on 
 executors, 
 etc. 
 
 Execution of 
 agreement : 
 counterparts, 
 Depositors 
 hound by- 
 deposit. 
 
 1G 
 
 for two successive calendar weeks ( in each case upon any day of 
 the week) in The New York Times and in The Chicago Tribune, 
 and thereupon the Committee and all who have acted as members 
 thereof shall be discharged from all its and their duties, liabili- 
 ties and obligations as to all depositors except such depositors 
 as shall within thirty (30) days after the last publication of 
 such notice file notice of objection in writing with the Depositary. 
 All such objections so filed shall thereupon be heard and examined 
 by a Vice-President of the Depositary ( not a member of the 
 Committee) but without the requirement that such Vice-President 
 shall be sworn, and his decision as to any matters so objected to 
 shall be conclusive, and at the request of any party to this Agree- 
 ment shall be put in writing, acknowledged or proved and certified 
 in like manner as a deed to be recorded, and shall constitute an 
 award enforceable in the manner provided by the laws of New 
 York governing arbitration with respect to the enforcement of an 
 award of arbitrators. 
 
 Twelfth . — This Agreement shall bind the several parties, in- 
 cluding the Depositors and their survivors, executors, adminis- 
 trators, successors and assigns. 
 
 Thirteenth . — The printed copy of this Agreement signed by or 
 on behalf of the Committee or a majority of them and lodged with 
 the Depositary shall be held to be the original Agreement. This 
 Agreement mav, however, be executed in any number of counter- 
 parts with the same effect as if all the parties executing such 
 counterparts had executed but one instrument and in making 
 proof of any counterpart it shall not be necessary to produce or „ 
 prove the execution of any other counterpart hereof. By accept- 
 ing a certificate of deposit issued by the Depositary any regis- 
 tered holder thereof shall thereby become and be a party to this 
 
17 
 
 Agreement and be bound by its provisions with the same force 
 and effect as though an actual subscriber hereto, and such regis- 
 tered holder hereby authorizes the Committee or any member 
 thereof or its secretary at any time to subscribe such holder's 
 name to this Agreement. The Committee assumes no obligation, 
 legal or equitable, express or implied, to any holder of Notes 
 who shall not within the period or periods limited by the Com- 
 mittee deposit his Notes hereunder or to any other person whom- 
 soever other than the holders of certificates of deposit issued in 
 accordance with the terms of this Agreement. 
 
 In Witness Whereof, The Committee or a majority of them 
 have duly executed this Agreement as of the day and year first 
 above written and the Depositors have deposited their Bonds and 
 have accepted certificates of deposit therefor. 
 
 Harold Stanley 
 G. Hermann Kinnicutt 
 Bayard Dominick 
 Arthur W. Butler 
 
 Committee's 
 obligations : 
 limitations 
 thereon. 
 
 Committee. 
 
Names 
 
 18 
 
 Depositors. 
 
 Addresses 
 
 Deposits in Face 
 Amount of Notes 
 
19 
 
 SCHEDULE A. 
 
 No | 
 
 Principal Amount 
 of Notes 
 
 Certificate of Deposit 
 for 
 
 Five-Year Eight Per Cent. Gold Notes 
 of 
 
 COLUMBIA GRAPHOPHONE MANUFACTURING 
 COMPANY 
 
 Deposited under Agreement dated February 2, 1922, in which 
 
 Harold Stanley, G. Hermann Kinnicutt, Bayard Dominick 
 and Arthur W. Butler are named as a Committee. 
 
 Guaranty Trust Company of New York, as Depositary, 
 hereby certifies that notes of the above mentioned issue, for the 
 
 principal amount of Thousand Dollars with coupons 
 
 maturing on and after February 1, 1922, have been deposited 
 
 under the above mentioned Agreement and that 
 
 is entitled to the rights and interests of the 
 
 Depositor of said notes, as the same are specified and defined in 
 said Agreement, the original of which has been filed with the 
 Depositary. The holder hereof is subject to and bound by the 
 provisions of said Agreement in the same manner and with the 
 same effect as if he had executed the same. 
 
 This certificate is transferable only on the books of the 
 Depositary by the holder hereof in person or by attorney upon 
 surrender of this certificate properly endorsed. 
 
 Dated New York City , 
 
 Guaranty Trust Company of New York, 
 
 as Depositary, 
 
 By 
 
 Vice-President: 
 
20 
 
 For value received, the undersigned hereby sells, assigns and 
 transfers to 
 
 the within certificate of deposit and all the rights and interests 
 
 represented thereby, and appoints 
 
 attorney 
 
 to transfer the same on the books of the Depositary. 
 
 Dated, , 
 
 In the Presence of: 
 
 K187T