Memorandum of Agreement made (in duplicate) this Fifteenth day of April, A. D. 1933 between
Cyrus Griffith, of the Township of South Dumfries in the County of Brant, farmer, hereafter called The Trustee of the First part
B. Bell & Son Company, Limited,
Hereafter called The Grantor of the second part
George Bell Patten, Executor of the Estate of Martha Josephine Patten, deceased, Dorothy Bell Patten, Cyrus Griffith, Carrie Alice Griffith, Benjamin C. Bell, hereafter called The Bondholders of the third part.
Whereas the Grantor did by Indenture dated the First day of November, A.D. 1913, grant and convey to Union Trust Company Limited the lands described in the schedule marked A annexed to and forming part of this agreement to secure the payment of bonds issued by the Grantor to the amount if $ 75,000,00;
And whereas all or most of the said bonds have been surrendered to the said Union Trust Company Limited, has discharged the said mortgage, although the bondholders have not received all of the moneys due and owing to them under the said bonds;
And whereas in order to secure the payment to the said bondholders of the amount payable to them under their said bonds so surrendered to Union Trust Company Limited, the Grantor has conveyed the said desire and the intention of the parties hereto that the Trustee shall hold and stand possessed of the lands and premises for the purpose and upon the trusts hereafter set our.
Now This agreement Witnesseth as Follows:
1. The Trustee covenants and agrees with the Grantor and with the bondholders and with the Grantor and the bondholders for and on behalf of other bondholders not named in this agreement that he will hold and stand possessed of the said lands and premises for the benefit of the bondholders and the said bondholders not named in this agreement and that all moneys received by him from the sale rental or other disposition of the said lands and premises shall be divided among the bondholders in the percentages set out in the schedule marked B annexed to and forming part of this agreement.
2. The said lands and premises having been sold to one Orra S. Cornell under an offer dated the 27th of June 1931, for the sum of $4000.00 of which $500.00 has been paid, leaving a balance of $3500.00 to be paid by the said Orra S. Cornell to complete the purchase, the trustee shall dispose of and convey the said lands to the said Orra S. Cornell upon receipt of the said balance of $3500.00 and shall use his best endeavours and take all necessary and proper steps to compel the said Orra S. Cornell to complete the purchase and pay over the said balance.
3. If the sale of the said lands and premises to the said Orra S. Cornell is not completed, the Trustee shall rent or otherwise dispose of the said property as in his uncontrolled discretion he may see fit. Provided, however, that the Trustee shall not at any time sell or dispose of the property for less than #3500.00 without the consent in writing of the bondholders holding at least 51% of the bonds of the grantor delivered to Union Trust Company Limited, as aforesaid.
4. Upon the sale of the lands and premises the Trustee shall pay to Brewster & Heyd, Barristers of Brantford, their proper and reasonable account of fees and disbursements for services rendered in connection with the proposed sale of the said lands and premises to Orra S. Cornell and at such amount as the bondholders holding 51% of the said bonds may approve. Out of the proceeds from the rentals of other revenue from of from the sale of the said lands and premises, the Turstee shall also pay the proper and reasonable fees and disbursements of G. D. Conant, Barrister of Oshawa, at such amount as the bondholders holding not less than 51% of the said bonds may approve, in connection with the preparation of this agreement and for services rendered in closing the sale to Orra S. Cornell or in managing or otherwise disposing of the property and distributing the proceeds from such disposition of the property among the bondholders. The Trustee shall also be entitled to retain any and all necessary and proper disbursements he shall make on account of taxes, insurance and other outgoings. And furthermore, the Trustee shall be entitled to retain proper and reasonable compensation as approved by bondholders holding 51% of the said bonds for his care and trouble in and about the management of the said property of the proceeds from the property shall be paid over to and distributed among the bondholders in the percentages set out in the schedule marked B annexed to and forming part of this agreement. Provided, however, that of the amount payable to Dorothy Bell Patten and George Bell Patten, Executor of the estate of Martha Josephine Patten, deceased, as set out in schedule B hereunto annexed, the sum of $1000.00 shall be paid directly to the said Dorothy Bell Patten and the balance shall be payable to George Bell Patten, Executor of the Estate of Martha Josephine Patten, deceased.
5. If at any time it shall be impossible for the Trustee to get in touch with the bondholders holding not less than 51% af said bonds after reasonable and diligent efforts and inquiries, then the Trustee shall be at liberty to sell, manage or otherwise dispose of the said lands and premises as in his uncontrolled discretion he may see fit.
6. The bondholders, other than Benjamin C. Bell, covenant and agree with the Trustee that they and each of them will indemnify and save harness the Trustee of, from and against any and all disbursements the Trustee may make with respect to the said property on account of taxes insurance and necessary repairs to prevent waste over and above rent, revenue or other proceeds derived from the property. If the property is not sooner disposed of, the Trustee shall on the 15th day of April each year commencing April 15th, 1934, prepare and render to each of the said bondholders a detailed statement of all receipts and disbursements in connection with the said property and the said bondholders, shall upon demand made therefore, pay to the Trustee the proportion of the net amount of expenditures shown on such statement and verified to the satisfaction of the said bondholders that the percentage to which each is entitled as set out in schedule B bears to the total of the percentage of said bondholders other than Benjamin C. Bell.
In witness whereof the parties of the first and third parts (other than Benjamin C. Bell) heve hereunto set their hands and seals.
Signed, Sealed and delivered in the presence of Cyrus Griffith
George Patten, Executor of the estate of Martha Josephine Patten, deceased
Dorothy Bell Patten
Carrie Alice Griffith