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should it appear in the course of such negotiations that the conditions imposed upon the business preclude joint negotiations and [or] joint signatures by the lenders in terms of this agreement, the negotiating party may conclude the negotiations and sign the agreement 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, 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, be 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.
7. In the event of either of the lenders declining a participation in any business proposed either at the outset or at any time during the course of the negotiations, the other lenders 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 prejudice 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.
9. Any participation given in its own market by anyone 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, and the Chinese to be required to make appointments approved by such lenders or lender alternately according to the order of the parties to this agreement, except where the interest of any other group can be shown to predominate, and in that case the engineer shall be appointed by that group.
(b) Until actually required for construction, proceeds of loans to remain under the control of such lenders on terms not less favourable to the lenders than are contained in the Hukuang loan agreement, initialled the 6th June, 1909, and in the corresponding official despatch.
(c.) Provision for proper account-keeping and financial control under the direction of a chief accountant to be approved by such lenders or lender.
11. The orders for materials required for any railway as far as possible shall be equally divided between the lenders or lender participating, and the commission receivable from the Chinese on such purchases after provision for the expenses of earning such commission is to be shared between the lenders or lender participating equally or as may be arranged.
12. The Central company consents to be bound by the terms of this agreement to the extent of giving effect thereto by granting to the German company, one-third interest in all loans for railway purposes obtained by it in connection with any part of the Chinese Empire north of the Yang-ise River, and the German company agrees to graut to the Central company two-thirds interest in any loans for railway purposes secured by the German company in the said area, and the granting of such interest to the Central company is hereby accepted by the corporation and the French bank as in satisfaction of all rights under this agreement to participation in such loans. The Central company not being comprised in the lenders as per article 3, shall in their negotiations with the Chinese authorities, nevertheless, be bound by clause 10 of the present agreement.
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13. It is distinctly understood that, by the foregoing articles 3 and 12, the German company shall participate in any business of the kind defined in article 2 of this agreement to the extent of one-third share.
11. Save as herein provided and as provided in an agreement between the Hong Kong and Shanghae Banking Corporation, the Deutsch-Asiatische Bank and the Banque de l'Indo-Chine proposed to be entered into immediately after this agreement, no business of the kind falling within the scope of this agreement shall be concluded or entered into either directly or indirectly by any of the parties hereto, or by any of those whom they respectively represent without the consent of the others.
15. The present agreement shall remain in force until the 31st December, 1912, and, unless determined on that day, by twelve months' previous notice given by any one of the parties to the others, then until six months' notice shall be given by any one of the parties, such notice to expire on the 30th June or the 31st December in any year. Provided, nevertheless, that if during the continuance of the present agreement the agreement of the 30th June, 1898, made between the corporation and the Hong Kong and Shanghae Banking Corporation, the terms of which have been communicated to the power therein other parties hereto, shall be determined by that bank in pursuance of the contained, then the present agreement shall forthwith upon such determination also cease and determine. Notwithstanding the termination of the present agreement, all contracts made hereunder shall continue in force for their due fulfilment until completely carried out.
In witness whereof the duly authorised representatives of the respective parties hereto have set their hands the day and year first above written.
Banque de l'Indo-Chine, Paris.
First Schedule.
Banque de Paris et des Pays-Bas, Paris. Comptoir national d'Escompte de Paris, Paris. Crédit lyonnais, Paris.
Société générale pour favoriser le Développement du Commerce et de l'Industrie en France, Paris.
Société générale de Crédit industriel et commercial, Paris.
Banque de l'Union parisienne.
Banque française pour le Commerce et l'Industrie.
Second Schedule.
Direction der Disconto-Gesellschaft, Berlin.
S. Bleichröder, Berlin.
Deutsche Bank, Berlin.
Berliner Handels-Gesellschaft, Berlin.
Bank für Handel und Industrie, Berlin. Mendelssohn and Co., Berlin. Dresdner Bank, Berlin.
A. Schaaffhausen'scher Bankverein, Berlin. Nationalbank für Deutschland, Berlin. Deutsch-Asiatische Bank, Shanghae. Jacob S. H. Stern, Frankfurt a/M.
Sal. Oppenheim, jr., et Cie., Köln. Norddeutsche Bank in Hamburg, Hamburg.
L. Behrens und Söhne, Hamburg.
Bayerische Hypotheken- und Wechselbank, München.
For and on behalf of the British and Chinese Corporation
(Limited),
W. KESWICK.
C. S. ADDIS.
For and on behalf of Chinese Central Railways (Limited),
CARL MEYER. G. JAMIESON.
[2336 g-2]
B 2
189
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