be relieved of all individual responsibility or liability hereunder. The organization of said corporation and the corporate action to be taken by it for the purpose aforesaid shall be subject in manner and form to the approval of counsel selected by the party of the first part.

Third. Said new corporation (which will hereinafter be referred to as "the Lender") shall agree that during and throughout the period of five (5) years from the date of its becoming a party hereto, it will give, establish, and maintain in favor of Comision Reguladora del Mercado de Henequen (which will hereinafter be referred to as "the Importer ") open credits at the Bank, in the city of New Orleans, and at the Bank, in the City of New York, at the option of the Importer, in such sum or sums as the Importer may requre or demand, but not exceeding in the aggregate, at any one time, the principal sum of ten million ($10,000,000) dollars, and to that end, that it will. on the demand of the Importer, from time to time, and at any time during sad period, lend and advance, or cause to be lent and advanced to the Importer, repayable in accordance with article thirteen hereof, such sum or sums as it may require or demand, not to exceed, however, in the aggregate principal amount the sum hereinabove fixed, and upon the terms and securities and under the conditions hereinafter mentioned. Said loans are to bear interest from their respective dates at the rate of interest prevailing in the eity of New Orleans for loans of the same character on the day the loans are respectively made, but in no event at a higher rate of interest that six (6) per cent per annum running interest. Said loans are to be secured by the Geposit and pledge as hereinafter mentioned of negotiable bills of lading, warehouse or carriers' receipts, issued by responsible parties agreed upon in advance, representing and covering henequen or sisal grass in sound condition, arrived and entered at ports of entry in the United States. or in storage in the United States, free of all liens and encumbrances except transportation and warehousing and handling charges, accruing after arrival at ports of entry in the United States, and protected by policies or certificates of insurance equal to the value of the commodities represented thereby. Said loans are to be made on the basis of three and sixty-one hundredths (3.60) cents per pound of henequen or sisal grass represented and covered by such documents so to be deposited and pledged; provided that whenever the market price of benequen or sisal grass in the United States is below 6 cents per pound, the basis of such loans shall be sixty (60) per cent of the then market price. In the ascertainment of the market price sales of less than three thousand (3,000) tales by parties other than the Importer shall not be considered as making the market price unless such sales shall continue for a period of ten days. In case of dispute between the Importer and the Lender as to the then market price, either party may have the right to demand arbitration on that question, and both parties shall, within twenty-four hours after demand for arbitration made, appoint a competent and disinterested arbitrator, and these two shall frst select an umpire, and the decision of any two thereof made in writing shall be binding upon the parties. In case, for any reason, the arbitrators do not agree upon an umpire within twenty-four hours after their appointment, Charles Payne Fenner, Esquire, shall be and become umpire.

Fourth. The Lender will also advance and pay for the account of the Importer all moneys necessary for the payment of freight, and taxes, insurance, storage, transportation, and other like charges accruing after arrival at ports of entry in the United States, upon any commodities pledged or for pledge under this agreement; provided, however, that the aggregate amount of loans and said advances do not exceed the sum hereinabove mentioned; and all sums so advanced shall also be secured by pledge of any bills of lading or other documents In the possession of the Lender under the terms of this agreement, and shall bear interest at the same rates as loans hereunder.

Fifth. Each loan or advance made to the Importer by the Lender shall be evidenced by a receipt signed by the duly authorized agent of the Importer, in bstantially the following form:

No.

Received this day of

the sum of

New Orleans, —, 19. ($) dollars, being a loan or advance made to the undersigned under and in pursuance of an agreement between the undersigned and Lynn H. Dinkins and Sol Wexler, of date the day of October, 1915, adopted and assumed by said day of November, 1915, which is here referred to and made part hereof, and is secured by the pledge of the securities mentioned on the reverse hereof, and now in the

the

custody and possession of ——, under and subject to said agreement, and said loan or advance bears interest payable quarterly at the rate of per cent per annum from date hereof until paid, and is payable in accordance with the terms of said agreement.

By

COMISION REGULADORA DEL MERCADO DE HENEQUEN.

Sixth. The Lender, without necessity for further agreement or instruction, is hereby authorized, empowered, and directed, and agrees:

(a)

To receive and receipt for and safely keep until disposed of in accordance herewith all bills of lading, warehouse and carrier's receipts and policies and certificates of insurance, which, under the terms of this agreement, the Importer is to deposit in pledge as security for loans made to it by the Lender;

(b) To demand, receive, and receipt for any moneys due or payable under any policy or certificate of insurance deposited with it, and to hold and dispose of the same in the same manner as in subparagraph (f) of this paragraph is provided with reference to proceeds of sale;

(c) On demand of the Importer, forthwith to deliver upon receipt of the proper purchase price, to persons to whom the Importer may have sold the same, in accordance with the provisions of this contract, the quantities of henequen or sisal grass specified in such demand, and to do all things necessary, proper, or convenient to effectuate such delivery;

(d) To demand, receive, and safely keep for the Importer and Lender, as their respective interests may appear, the funds received by it as the purchase price of the goods so sold and delivered;

(e) To receive, hold, and safely keep for account of the Lender, during the term of this contract and so long as same are unpaid, the written receipts evidencing loans and advances by the Lender to the Importer, and if, as, and when or to the extent said loans and advances are repaid by the Importer to deliver the same, duly cancelled, to the Importer, or cause same to be duly credited in case of partial payment, and in case any bills of lading or other receipts mentioned therein or thereon have been repledged or subpledged, in accordance herewith, then to cause the obligation of the Lender, for which same may have been so pledged, to be credited with the payment or partial payment so made;

(f) To apply all moneys received by it as the purchase price of pledged goods sold by the Importer to the payment, first, of any freight, storage, or handling charges due on the goods so sold; second, to the payment of the principal and the interest of the loans or advances to the Importer by the Lender in the order in which they were made; third, to the payment of the Lender's commission of five (5) per cent upon the gross proceeds of said sales hereinafter provided; fourth, the balance, if any, on demand to the Importer;

(g) To repledge or subpledge any or all of the bills of lading, warehouse or carrier's receipts, together with the policies or certificates of insurance appertaining thereto, which may be deposited in pledge with it by the Importer under the terms of this agreement, to secure the promissory notes or other negotiable instruments of the Lender; provided, however, that the debts or obligation for which said documents are repledged or subpledged shall never exceed the principal sum or sums to secure which same were pledged by the Importer to the Lender;

(h) To keep at all times such an amount of the pledged bills of lading and other receipts in the cites of New Orleans and New York as will enable the Importer to demand and immediately secure the delivery at either or both said places to purchasers any sisal grass or henequen which the Importer may have sold.

The Lender agrees to pay interest at the rate of three (3) per cent per annum on daily balances upon all moneys in its hands demandable by the Importer. Seventh. The Importer hereby expressly pledges and hypothecates to the Lender all and singular the bills of lading, warehouse or carrier's receipts, representing and covering henequen or sisal grass that may be deposited with the Lender under the terms of this agreement, as well as all its right, title, and interest in and to the same and the henequen or sisal grass represented or covered thereby as security for any and all sums that may be due and payable to the Lender by reason of loans and advances made by or commissions and charges due it hereunder in accordance herewith.

Eighth. The Importer, during the term of this contract and so long as it is not in default in the performance of any obligations hereby imposed upon it

shall have the exclusive right of sale of the pledged property and may sell to such persons, in such quantities, and at such prices as it may deem proper; provided, that none of the pledged property shall be sold by it for less than, four cents (4c) per pound. To facilitate the sale of said commodities the Importer will establish an agency in the city of New York and one in the city of New Orleans, and at such other places as may seem to it necessary and proper. Ninth. The Lender shall be entitled to receive a commission of five (5) per rent upon the gross proceeds of sale of all commodities pledged to it, hereunder and sold and the Importer guarantees that in each year this contract is in force bills of lading or other receipts, covering in the aggregate a minimum of four hundred thousand (400,000) bales of sisal grass or henequen, averaging three hundred and seventy-five (375) pounds each, shall be pledged hereunder, and in the event that such minimum quantity is not pledged or sold hereunder the Importer agrees, nevertheless, to pay the said commission upon any deficiency, to be settled for at the end of the calendar year at the average price at which the other pledged sisal was sold during the said year, and the Importer agrees that immediately upon making a sale it will deliver to the Lender an accurate and true statement showing, among other details, the name and address of the purchaser, the amount of goods sold, and the price of sale, and, furthermore, will keep accurate and permanent records of all sales made at its ofces in New Orleans and New York. All accounts, records, and documents of the Importer and the Lender relating to matters covered by this contract shall at all reasonable times be open to the inspection of the parties hereto. Teath. With each demand for a loan under this agreement the Importer shall present to and deposit with the Lender or its designated depositary as a basis therefor a negotiable bill of lading, warehouse or carrier's receipt issued by responsible parties previously agreed upon, duly endorsed to the Lender, coverIng sound henequen or sisal grass, arrived and entered at port of entry in the United States or in storage in the United States; also a certificate or policy of insurance, or evidence that such insurance has been effected, in such form that the Lender will be the beneficiary thereof in a sum equal to the value of the commodity covered by said bill of lading or receipt; and also a certificate signed by licensed inspector and weigher of the New Orleans Board of Trade, or a similar body of any other city, showing the weight of the commodity, and certifying that it is sound in quality, which last-mentioned certificate shall be conclusive on the parties hereto in respect of the facts therein recited. Upon the deposit of said documents with the Lender or its designated depositary the Importer shall immediately be entitled to a loan from Lender, in accordance with the terms of this agreement, and the Lender agrees that it will forthwith pay over to the Importer, or to his order, the amount of money called for by said demand and documents. The provisions of this paragraph are not to apply to advances to be made by the Lender to the Importer to pay transportation and storage, insurances, taxes, and other like charges accruing after arrival at ports of entry in the United States, but same are to be made upon production by the Importer of evidence of the amount and character thereof.

Eleventh. The Importer obligates itself, so long as any loan or advance made under this agreement shall remain unpaid, to keep all unsold and undelivered benequen or sisal grass (covered by bills of lading or warehouse or carrier's receipts pledged hereunder) insured in solvent insurance companies satisfactory to the Lender, in an amount equal to the value thereof, and that said policies shall be in such form that the Lender shall be the beneficiary thereof, and if required will deliver said policies to the Lender. The Lender shall be under no obligation to effect insurance on said henequen or sisal grass either for its own benefit or for that of the Importer, but should the Importer fail or neglect to procure and keep insurance, as hereinabove stipulated, the Lender may effect such insurance, and the amount paid by it as premiums shall be considered as advance under the terms of this agreement, and shall bear interest and be secured in the same way as other loans and advances hereunder.

Twelfth. The Importer agrees that at any time, and from time to time, whenever the aggregate of loans and advances and accrued interest thereon and accrued and unpaid charges against henequen or sisal grass (bills of lading or receipts covering which are pledged hereunder) shall equal or exceed seventyfive (75) per cent of the value of such henequen or sisal grass based upon then prevailing market quotations therefor in the United States, it will, within ninety (90) days after written demand by the Lender to that effect, deposit in pledge with the Lender additional securities to make good the deficit, or will

reduce by sales or payments the amounts standing against said commodities so as to restore the security of the Lender to the ratio herein fixed. In case the Importer should default therein, then the Lender shall have the right to sell, at private or public sale, without advertisement, notice, or appraisement, at the best prices obtainable, a sufficient amount of such henequen or sisal grass to restore the above ratio of debt and security herein fixed.

Thirteenth. The Importer agrees that on or before November 1, 1920, it will pay and discharge all loans and advances made to it hereunder by the Lender, together with the accrued interest thereon, and all commissions due to the Lender hereunder, unless, in accordance with the provisions of paragraph fourteenth hereof, the terms of this agreement be extended, and then in that event it will pay all such sums on or before the date of the expiration of such extended term.

Fourteenth. If either the Lender or Importer desires to terminate this contract on November 1, 1920, it shall give to the other party hereto, on or before May 1, 1920, notice in writing to that effect, mailed postage prepaid by registered United States mail, addressed to said party at its respective address, to wit, the Importer at and to the Lender at Unless either the Lender or Importer shall give such notice of termination, then without further action on the part of the parties the term of this contract shall be extended to November 1, 1921, and all of its provisions shall be taken and construed as though said latter date had been originally fixed as the date of its termination. Fifteenth. The Importer agrees that it will not sell, assign, or dispose of henequen or sisal grass, or its right, title, or interest therein, which may be covered by bills of lading or receipts pledged hereunder, except in the manner contemplated by this agreement.

Sixteenth. In case default be made by the Importer in the due payment of the loans and advances hereunder made by the Lender to the Importer, together with all accrued interest thereon, when and as the same shall become due hereunder, and such default shall continue for a period of sixty (60) days thereafter, the Lender shall have the right, without further demand or putting in default or resort to a court of justice, to sell at public or private sale, without demand, notice, advertisement, or appraisement, the henequen or sisal grass covered by bills of lading or other receipts pledged hereunder in lots of not more than ten thousand (10,000) bales until a sufficient amount has been realized to satisfy and pay the loans and advances made to the Importer, together with all interest and charges accrued thereon, and including the Lender's commission of five (5) per cent on the henequen or sisal grass so sold by it. Thereupon all rights of the Lender shall cease and all documents and surplus money and proceeds remaining shall on demand be delivered to the Importer or its order. The Importer shall remain liable to the Lender for any balance due for loans, advances, commissions, and charges remaining unsatisfied after sale of all goods pledged under the provisions of this paragraph and of paragraph No. 12.

Seventeenth. If and when the Importer at the expiration or extended expiration dated hereof shall have well and truly paid to the Lender all sums due it for loans, advances, and commissions under this contract, or if in case of default on the part of the Importer, and the exercise by the Lender of the right of sale conferred by paragraph sixteenth hereof, all such sums have been realized and paid, all rights of the Lender hereunder shall cease, and all moneys, documents, and property in the possession and control of the Lender hereunder shall on demand be forthwith delivered to the Importer or to its order.

Eighteenth. The Importer and Lender hereby stipulate and agree that it is essential to the Importer, and the sole reason for the making of this contract or that the credit stipulated hereby to be extended and to be available to it shall be at all times during the term of this contract available on demand, and that on faith thereof it will and intends to enter into large contracts for the purchase in Yucatan of henequen or sisal grass, and will thereby incur large liabilities, which can only be made by obtaining said loans and advances, and that should the Lender fail or refuse so to maintain, extend, and make available to it the credits at the times and to the amounts and under the terms and conditions herein stipulated it will sustain large damages, which will be difficult of ascertainment with exactness, and, with due consideration of the premises, the said parties hereby stipulate and agree that the Importer will suffer as a result of any breach of this contract on the part of the Lender in that regard damages in the sum of at least two hundred thousand ($200,000) dollars, and

the Lender, in case of such default, agrees to pay on demand to the Importer that sum as liquidated and agreed damages, and not as a penalty.

Nineteenth. This contract shall not be assignable or transferable in whole or in part by the Importer to any other person, firm, or corporation, nor will the Importer make any substantial change in the form and character of its organization or constitution (except a change in name or other minor change deemed necessary), nor any change in the personality of its managers in the United States or in Yucatan; nor abridge, revoke, or alter the respective powers now enjoyed by them or any of them without the written consent of the Lender previously obtained.

Twentieth. The parties of the second part are hereby granted by the party of the first part a term or period of twenty (20) days from the date hereof within which to organize the corporation, to pay in the required capital stock, and to obtain in due form its acceptance and adoption of this contract, as hereinbefore provided, failing in which this contract shall terminate without further demand, putting in default or resort to a court of justice by either party, and all rights and obligations of both parties hereunto shall ipso facto cease and determine without any right to either party for damages, expenses, or costs, but upon the due organization of said corporation and the payment in of its capital stock and the due acceptance and adoption of this contract by it same shall immediately, as of the date of such acceptance and adoption, be and become a binding contract between said Comision Reguladora del Mercado de Henequen and said corporation, with the same effect as if same had been originally made and executed between them. Said new corporation shall execute such acts and documents and do such things as counsel for the party of the first part may deem necessary to make it a party to this contract and bound by all of its terms and conditions.

In witness whereof the parties hereto have hereunto set their hands and seals in the city of New Orleans the day and date hereinabove mentioned. This contract has been signed and executed in duplicate.

V. A. RENDON,

Attorney in Fact for the Comision Reguladora del Mercado de Henequen.

SOL WEXLER,

LYNN H. DINKINS, Parties of the Second Part. JULIO RENDON,

General Manager of the Comision Reguladora del Mercado de Henequen. F. R. VILLAVICENCIO,

Witnesses

W. B. SPENCER,

ALBERT BERNSTEIN.

Mexican Constitutionalist Consul.

CONTRACT OF NOVEMBER 13, 1915.

This agreement, made and entered into in the city of New York, State of New York, United States of North America, this 13th day of November, 1915, by and between Comision Reguladora del Mercado de Henequen, a corporate body politic created by the State of Yucatan, Republic of Mexico, to protect the benequen industry of said State, represented by Victor A. Rendon, of said State of Yucatan, who acts for said Comision Reguladora by virtue of the authority conferred upon him by said Comision Reguladora del Mercado de Henequen, party of the first part, and Lynn H. Dinkins and Sol Wexler, both of the city of New Orleans, State of Louisiana, in said United States, parties of the second [art, witnesseth:

Whereas, the Comision Reguladora del Mercado de Henequen, hereinafter called “Comision," is desirous of procuring and establishing a continuous credit of ten million ($10,000,000) dollars in said city of New York, and elsewhere in said United States, as may hereinafter be mutually agreed upon during the terms of this contract, as hereinafter set forth, in order to enable said Comision to carry out the lawful purposes of its creation; and

Whereas the parties of the second part are willing to undertake to procure the extension to and maintenance for, or extend to and maintain for said Comision said credit to the extent of said ten million ($10,000,000) dollars for

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