CO129-360 - Public Offices - 1909 — Page 640

2

be made with the Chinese Imperial Government but does not relate to loans to be floated within the Chinese Empire.

*

3. ANY business of the kind hereinbefore defined to which this Agreement relates which may be offered to either of the contracting parties of the first third and fourth parts (hereinafter jointly referred as the lenders ") must be dealt with jointly by them in accordance with the stipulations of this Agreement and any loans or advances to Government Departments and Companies for railway purposes and having Chinese Imperial or Provincial Government guarantees are to be treated in the same manner.

4. AS regards joint action in respect of financial operations for railway purposes not having such guarantees special Agreements will have to be made in each separate case.

5.-THIS Agreement is made on the principle of equality uamely equal terms in every respect between the lenders and each of the lenders enters into this Agreement for their respective groups and shall take an equal share in all operations and jointly sign all contracts · except as hereinafter provided and shall bear in equal shares all charges in connection with any business (except charges of and connected with the realisation by each of the lenders in their respective markets of their participation in the operations) and conclude all contracts with equal rights and obligations as between themselves. PROVIDED ALWAYS that in cases where the introduction of third parties is calculated to prejudice the success of the negotiations any business falling within the scope of this Agreement may be entertained and negotiations entered upon by either of the lenders alone with or without notice to the other lenders and should it appear in the course of such negotiations that the conditions imposed upon the business preclude joint negotiations and joint signatures by the lenders in terms of this agreement the negotiating party may conclude and sign the agreement and negotiations alone but upon the terms of the other lenders being entitled to all rights or participation under this Agreement other than those involving or arising from joint negotiation and joint signature but it is understood that all the lenders will use their best endeavours to obtain the joint signatures to any contract wherever possible except where for any reasons this is found to be impracticable when the party signing the contract shall by the insertion of a special clause or execution of a separate declaration of trust or otherwise ensure to the other lenders the same rights as regards the taking over the issue and service of the loan which it has obtained under the contract for itself

or

3

and also the authority required for obtaining official quotations in the respective markets of the said other parties.

6.

......

-ALL contracts shall so far as possible he made so as not to impose joint liability on the lenders but each of the parties to the said contracts shall severally liquidate its own engagements and liabilities towards the party of the other side in China. The parties to the said contracts will so far as possible come to an understanding with regard to the realisation of the operations but so that such realisation in whatever manner this may take place shall be for the separate benefit of each of the lenders as regards their respective participations therein. It is also understood that subject to other arrangements a repre- sentative of the Corporation shall conduct the negotiations with the Chinese Imperial or Provincial authorities entered into in the joint interest of the parties hereto of the first third and fourth parts.

in

7.--IN the event of either of the lenders declining a participation any business proposed either at the outset or at any time during the course of the negotiations the other louders shall have the option of taking up and carrying out the business either jointly or if only one takes up the business separately on their or its respective accounts without becoming subject to the provisions of this Agreement.

8.--THE lenders will endeavour to secure in their respective markets a successful issue of any loan the subject-matter of contracts entered into with them jointly or in which they may be jointly interested. The French Bank and the German Bank reserve to themselves the right of increasing or reducing in each special case the number of parties interested in the French and German Syndicates respectively and a similar right is reserved to the Corporation.

9. ANY participation given in its own market by any one of the lenders shall be for its own account only but any participations given by and in the mutual interest of all the lenders who may be parties to or interested in any contract to any banks or banking firms outside of England France and Germany respectively shall be borne in equal shares by the parties interested.

10. -ALL offers shall be made to the Chinese Authorities and loans accepted on terms of control which involve as a minimum :—

(A) The appointment of Engineers in Chief to be approved

by the lenders or lender taking a participation in the business it being understood that the French

635