882.51/1888,1889
Mr. Guy Gary of Shearman &
Sterling to the Assistant Chief of the Division of
Western European Affairs (
Richardson
)
New
York, N. Y.
,
September 25,
1926
.
Dear Mr. Richardson: In accordance with our
telephone conversation of this morning, I am enclosing to you, herewith,
a printed copy of the proposed Loan Agreement between the Republic of
Liberia, of the one part, Finance Corporation of America, of the other
part, and The National City Bank of New York, as Fiscal Agent.
Also a copy of a letter to Mr. de La Rue,48 transmitting to him, three counterparts of this
Agreement, duly executed by the Finance Corporation of America and by
The National City Bank of New York, as Fiscal Agent.
I also quote as follows from a personal letter to Mr. de La Rue:
“After myself reviewing the whole subject thoroughly with the
clients, I am of the opinion that no mistake has been made in
executing the Agreement before sending it forward to you for
submission to the Liberian Government. It would be erroneous to
infer from this the intention or desire on the part of our
clients to force the hand of the Liberian Government by adopting
a ‘take it or leave it’ attitude. The simple facts are, however,
that the Agreement as it stands affords only the essential
safeguards, and that the previous discussions, resulting,
through the former texts and through the adoption in great part
of the changes desired by the Liberian Legislature, have cleared
the ground of all the unessentials, so that the stage of
discussion and mutual concession has passed, and we have [Page 547] come by natural steps
to a form of agreement which both sides can consider as a whole.
This being so, and in view of the distance separating us, it is
obviously timesaving and proper to execute it here and send it
on to you, so that the Liberian Government will have it before
them in concrete and definite shape.”
These two letters and the counterparts of the Agreement, signed as above
stated, are in the hands of one of Mr. Firestone’s men who is now on the
way to Monrovia where he will deliver them to Mr. Harvey S. Firestone,
Jr. It lies with the latter to deliver them to Mr. de La Rue at the
proper time, which depends to some extent, of course, upon the outcome
of the negotiations which he is now carrying on with the Liberian
Government concerning the planting agreement.
I need not rehearse the reasons for thus signing and sending forward the
Loan Agreement in the present form, as they are stated in the two
before-mentioned letters to Mr. de La Rue; and I hope that you will also
conclude that this is the best way to bring matters to a head, with
reasonable ground to hope for a successful outcome. However, as I said
to you over the telephone, it might complicate the situation very
seriously, and a totally wrong construction might be placed upon our
clients’ attitude, if it should become known in Monrovia, before Mr.
Firestone, Jr., hands the documents and letters to Mr. de La Rue with
the proper explanations, that we have sent forward signed contracts in
final form. With this thought in mind, we have not even cabled Mr.
Firestone, Jr., that signed contracts are on the way. He will receive
his information to this effect when the letters and papers reach him by
the hand of the messenger who is carrying them. In view of this, and for
the benefit of the whole situation, we and our clients will esteem it a
great favor if the Department will refrain from cabling advance
information to the Legation at Monrovia, and permit Mr. Firestone, Jr.,
to be the Legation’s first informant. We intend to cable him to this
effect as soon as we receive word by cable that the papers have reached
him.
I also enclose a copy of a cable received by the National City Bank from
Mr. Bussell49 inquiring
whether an officer of the Finance Corporation was coming to Monrovia.
With this, I enclose a copy of a cable from the Bank to Mr. Bussell49 which seemed to be as
much as could be said under the circumstances.
Yours very truly,
[Page 548]
[Enclosure—Extracts]
Draft Loan Agreement Between the Government of
Liberia, the Finance Corporation of America, and the National
City Bank of New York
51
Article VII. The Government agrees that it
will forthwith undertake negotiations with the present holders of
the external and internal debt of the Republic for the adjustment of
such debt and for the settlement of such claims as may be approved
by the Financial Adviser hereinafter referred to, and that the Bonds
herein provided to be issued by the Government and hereinafter
termed “The Loan” shall be charged as a first lien.
On all customs duties of the Republic receivable on and after the
date of the execution and delivery of this Agreement by the
Government, whether in respect of imports or exports, and
On all other revenues or moneys received for the account of the
Government from any source whatever.
Import and export duties of every kind and character whatsoever, head
moneys and all other taxes, imposts and revenues of the Republic
shall be collected through the customs, postal and internal revenue
administration, to be maintained by the Government under the
supervision and direction of the Financial Adviser and certain
assistants appointed as hereinafter stipulated who shall cooperate
with the Treasury, Postal and Interior Department officials in the
manner hereinafter prescribed. The Government obligates itself to
appoint from time to time during the entire life of the loan the
fiscal officers required by the terms of this agreement, who during
the life of this agreement, shall supervise, direct and control the
collection of the revenues of the Republic from whatsoever source
they may arise, and the application thereof to the service of the
loan, which shall be administered in accordance with the terms of
this agreement under rules and regulations to be made and to become
effective for the purpose of carrying out the terms and provisions
hereof.
. . . . . . . . . . . . . .
Article IX. The organization of the customs
and internal revenue administration of the Republic shall be
supervised by the following officers, who shall be nominated by the
Financial Adviser, to the President of the Republic of Liberia, (the
Financial Adviser having first reported the names of the officers
nominated to the Secretary of State of the United States), and shall
be by the President of the Republic of Liberia appointed and
commissioned to the respective offices with duties as defined in
this Instrument. These officers shall [Page 549] hold their appointment during good behavior
but shall be subject to removal by the President of Liberia, for
cause, or upon the withdrawal by the Financial Adviser, for
sufficient cause stated, of his recommendation of such officer or
officers.
The auditor and assistant auditor shall be appointed by agreement
between the Government and the Fiscal Agent, and the Liberian
Assistant Auditor shall be appointed by the President of the
Republic of Liberia, to serve during his pleasure.
The officers to be so designated shall be qualified as to education
and as to previous experience in similar or analogous positions in
foreign service; and the President of the Republic of Liberia,
before commissioning them for service hereunder, shall have the
right to require satisfactory proof of such qualifications, with the
exception only of the Financial Adviser:
- 1.
- A Financial Adviser who shall be designated and appointed
as hereinbefore stated, at a salary of $12,500. per
annum;
- 2.
- An official, who shall be designated Supervisor of
Customs;
- 3.
- An official, who shall be designated Supervisor of
Internal Revenue;
- 4.
- A bonded Auditor appointed by agreement between the
President of the Republic of Liberia and the Fiscal
Agent;
- 5.
- A bonded Assistant Auditor, appointed by agreement between
the President of the Republic of Liberia and the Fiscal
Agent;
- 6.
- A bonded Assistant Auditor who shall be appointed by the
President of the Republic of Liberia.
The officers above mentioned shall perform such duties and employ
such persons as may be defined by law or prescribed by the
Government, with or upon the advice of the Financial Adviser, and
the salaries of said officers, with the exception of the Financial
Adviser, shall be fixed from time to time by agreement between the
Financial Adviser and the Government, but the total aggregate
salaries of said officers, excepting only the Financial Adviser,
shall not exceed the total aggregate sum of Thirty-two Thousand
Dollars ($32,000); provided, however, that in
the event of substantial changes in money values, the salary of the
Financial Adviser and the above aggregate total amount for salaries
of other officers may be from time to time increased or diminished
by agreement between the Government and the Fiscal Agent.
In the absence or during disability of the bonded Auditor, the bonded
Assistant Auditor appointed by agreement between the President of
the Republic of Liberia and the Fiscal Agent shall act in his place
and stead, and he shall be assisted by the bonded Assistant Auditor
appointed solely by the President of Liberia. The salary of the
bonded Assistant Auditor appointed solely by the President of
Liberia is not incorporated herein but is to be determined by the
Budget appropriation as made from time to time.
[Page 550]
Such salaries paid to the Financial Adviser and the fiscal officers
to be appointed as above stated shall include all allowances of any
kind or character whatsoever, provided,
however, that said officials shall in addition to such
salaries be furnished suitable quarters by the Government; should
the quarters furnished not be desired, commutation in lieu thereof
will be given for the actual expense of quarters not to exceed the
sum of eight hundred dollars ($800) annually; shall be furnished
suitable medical care and attendance; shall be reimbursed for their
actual traveling expenses incurred by them on official duty; and
shall receive traveling expenses from the point of departure in the
United States at time of appointment or employment, to their post in
Liberia and return to the United States on termination thereof; and
not more often than once in two years, shall receive their actual
traveling expenses by ordinary route to the United States and
return.
The Financial Adviser and the officers appointed by virtue of the
provisions of this agreement shall be entitled to receive reasonable
leaves of absence, cumulative over not more than two years, at full
pay.
Article X. 1. The Corporation agrees to
purchase from the Government and the Government agrees to sell, at
the rate of $900 per bond of $1,000., together with interest accrued
thereon from time to time, pursuant to the terms and provisions
hereof, and in the manner hereinafter stated, such an amount of said
Bonds as will provide funds to be used by the Government for the
purpose stated in the preambles hereof, not to exceed, however, the
total aggregate amount of $2,500,000, face value of said bonds.
2. Said Bonds shall be certified to by the Fiscal Agent for the
purposes of identification, and from time to time delivered to the
Corporation, or its nominee, as against payment therefor at the rate
above stated, to be credited by the Fiscal Agent, out of moneys
provided for that purpose by the Corporation, to the account of the
Liberian Government in the City of New York. Said Bonds shall be so
certified and delivered from time to time by the Fiscal Agent, at
the request of the Secretary of the Treasury of the Government, with
the written consent and approval of the Financial Adviser but not
otherwise, and payment for said Bonds shall not be called for in
excess of the following schedule, to wit:
3. During the calendar year 1927, not to exceed the total aggregate
amount of $1,500,000, face value of said Bonds;
4. During the calendar year 1928, not to exceed the aggregate face
amount of $500,000. of said Bonds;
5. During the calendar year 1929, not to exceed the aggregate face
amount of $500,000. of said Bonds.
[Page 551]
If the Government shall fail to call for the full amount of said
bonds provided for any one year the uncalled balance thereof shall
not be cumulative except with the Corporation’s consent.
If the Government shall desire to issue the additional $2,500,000
face amount of Bonds or any part thereof, it shall first advise with
and secure the consent of the Financial Adviser to such proposed
issue, but in no case shall any such additional bonds be issued or
offered for sale until after December 31, 1930. Such additional
bonds shall only be sold in the American financial market, and to or
through the Corporation or other responsible American financial
concern, bank or bankers, doing business in the United States of
America, and the Corporation shall have the preferential right to
purchase such bonds on the same terms as may be offered by any such
other proposed purchaser.
. . . . . . . . . . . . . .
Article XIII. The revenues and receipts
shall be applied by the Government as follows:
- 1.
- To the payment, as they arise, of all costs and expenses
of collection, application, and administration of the
revenues and receipts, including the salaries of the
Financial Adviser and the officers appointed hereunder, and
the salaries of the employees of the revenue service, both
customs and internal, the cost and expenses of maintaining
the frontier force, and any other legitimate expenses or
obligations incurred under this agreement, and all amounts
incident to the service of the loan except as to payments on
account of principal and interest, for which provision is
hereinafter made.
- 2.
- Thereafter to the payment to the depositary on the first
day of each month for account of the Government, of such
sums as may be necessary to enable the Government to pay as
they become due the current administrative expenses of the
Government, but not in any year more than the sum set forth
as the estimate of current administrative expenses of the
Government in the budget and appropriation acts prepared and
adopted as hereinbefore provided.
- 3.
- Thereafter to the payment to the Fiscal Agent on the dates
hereinbefore stated, of an amount equal to the interest to
be due and payable on the next semi-annual interest date
hereinbefore stated.
- 4.
- Thereafter to sinking fund payments provided for in
Article V hereof.
- 5.
- The remainder thereof shall be applied so far as may be
necessary to the payment of any other amounts which the
Government may, with the approval of the Financial Adviser
be required to pay.
- 6.
- The sums that may remain after the payments provided in
the first five clauses of this article have been made shall
be applied as follows:
- Such sums shall be credited by the depositary to an
account hereinafter referred to as the reserve account.
Moneys in the reserve account shall be applied, in so far as
possible, only for the improvement of public education in
Liberia and for public works, except that in emergency,
declared to be such by the Government, the same may be
applied to some purpose not covered by the ordinary budget.
Moneys shall be transferred for expenditure from the reserve
account by agreement of the Secretary of the Treasury and
the Financial Adviser. In case of a disagreement between the
Secretary of the Treasury and the Financial Adviser, the
question of such transfer shall be referred to the President
of Liberia and his decision thereon shall be final. Whenever
and for so long a period as the assigned revenues and
receipts shall be insufficient to meet the payments required
to be made by clauses 1, 2, 3, 4 and 5 of this article, the
depositary shall cease paying out the moneys from the
reserve account and such funds may be applied by the
Government to meet the payments provided in clauses 1, 2, 3,
4, and 5 of this article.
- 7.
- At the end of each fiscal year, all unexpended balances of
the budget or appropriations shall be reported, together
with notation of any commitments or reservations or amounts
outstanding in suspense against the same, and the budget for
the following year shall take into consideration any
outstanding commitments or unadjusted balances, but no sums
shall be expended after the close of the fiscal year against
the preceding years budget, the purpose being that all
expenses for each year shall be budgeted annually.
- 8.
- The Government shall make no expenditures, except as
hereinbefore provided and for the purposes and in the manner
hereinbefore provided, and shall not incur any liability or
obligation to make expenditures otherwise. All salaries and
expenses incident to the collection, application and
administration of the assigned revenues and receipts and
maintenance of the frontier force shall be disbursed in
accordance with the provisions of this agreement.
- 9.
- The Government and the Financial Adviser, or such person
as he may designate, and the Auditor shall have the right at
any time and from time to time to examine and audit the
books and accounts of the depositary in connection with its
acts as depositary. Monthly or quarterly statements of such
accounts shall be rendered by the depositary to the
Financial Adviser and to the Fiscal Agent. A copy of said
monthly or quarterly statements shall be furnished by the
depositary to the Secretary of the Treasury of
Liberia.
- 10.
- Agencies or branches of the depositary shall be opened or
established at such places in the interior or on the coast
of Liberia as the Government, upon the advice of the
Financial Adviser, may decide are necessary for the
protection of the revenues and receipts, and for their
convenient application and administration.
. . . . . . . . . . . . . .
[Page 553]
Article XV. Until the Government has repaid
the whole amount of the loan and all expenses incident to the
service thereof, no floating debt shall be created and no loan for
any purpose shall be made, except with the written approval of the
Financial Adviser.
. . . . . . . . . . . . . .
Article XXV. In case of dispute between the
Government and either of the other parties to this Contract, the
matter shall be referred for determination to arbitrators, one of
whom shall be appointed by each of the parties to dispute; and, if
such arbitrators shall be unable to agree among themselves, the
Secretary of State of the United States of America shall be
requested to appoint an additional arbitrator. The decision of a
majority of the arbitrators so appointed shall be binding and
conclusive upon the parties to the dispute.
. . . . . . . . . . . . . .
[Subenclosure—Exhibit A]
[Form of Bond]
No.—
$—
Republic of Liberia
External Forty Year Secured
Sinking Fund Seven Per Cent Gold Bond
For value received, the Republic of Liberia (hereinafter referred to
as the “Republic”) promises to pay to Bearer, or if the ownership of
this Bond be registered, to the registered owner hereof on the first
day of January, 1966, the principal sum of . . . . . . . Dollars,
and to pay interest thereon from the date hereof at the rate of
seven per cent, per annum semi-annually on July 1 and January 1 in
each year, until such principal sum is paid; but any such interest
falling due at or before the maturity of this Bond shall be paid
only upon the presentation and surrender of the attached interest
coupons as they severally mature.
Both principal and interest of this Bond are payable at the Head
Office of the Fiscal Agent, The National City Bank of New York, in
the Borough of Manhattan, City and State of New York, United States
of America, in gold coin of the United States of America, of or
equal to the present standard of weight and fineness, without
deduction for or on account of any taxes, assessments or other
governmental charges or duties now or hereafter levied or to be
levied by or under the authority of the Republic or any taxing
authority thereof.
This Bond is one of a duly authorized issue of $5,000,000, aggregate
principal amount, of Bonds of the Republic of Liberia, designated
[Page 554] as its “External Forty
Year Secured Sinking Fund Seven Per Cent. Gold Bonds” all of like
date and maturity and similar tenor, except as to denomination. The
terms of issue of the said Bonds are set forth in a certain Loan
Agreement, dated as of September 1, 1926, of which a copy is on file
with the Fiscal Agent hereinafter mentioned, to which contract
reference is made for the terms thereof.
The due and punctual payment of the principal and interest of this
Bond and of all sums required by the said contract to be paid on
account of the Sinking Fund are secured and guaranteed by a first
charge upon all the customs duties and other revenues of the
Republic, subject only to a prior charge thereon for expenses of
administration.
This Bond may be redeemed at 102 per cent, of the principal hereof
through the operation of the Sinking Fund provided for in the said
Loan Agreement, on any semi-annual interest date prior to maturity,
upon at least sixty days prior notice, published in two daily
newspapers of general circulation, in the Borough of Manhattan, City
and State of New York.
The Government of the Republic of Liberia hereby certifies and
declares that all acts, conditions and things required to be done
and performed and to have happened precedent to and in the issuance
of this Bond have been done and performed and have happened in
strict compliance with the constitution and laws of the
Republic.
This Bond shall be transferable by delivery unless registered in the
owner’s name at the said Head Office of the Fiscal Agent, such
registration being noted hereon. After such registration, no further
transfer hereof shall be valid unless made at said office by the
registered owner in person or by duly authorized attorney and
similarly noted hereon; but this Bond may be discharged from
registration by being in like manner transferred to bearer and
thereupon transferability by delivery shall be restored. This Bond
shall continue to be subject to successive registrations and
transfers to bearer, at the option of the holder or registered
owner, but no registration shall affect the negotiability of the
attached interest coupons, which shall continue to be payable to
bearer and transferable by delivery merely.
Bonds of this issue, of the denomination of $500, are exchangeable,
at the option of the respective holders thereof, for a like
aggregate principal amount of Bonds of this issue, of the
denomination of $1,000, in the manner and upon payment of the
charges provided in the said contract.
This Bond shall not be valid or obligatory for any purpose until
authenticated by the execution by the Fiscal Agent of the
certificate indorsed hereon.
In witness whereof, the Republic of Liberia
has caused this Bond to be executed on its behalf by its . . . . . .
. , and impressed [Page 555] with a
facsimile of its seal of State, attested by . . . . . . . , and the
attached interest coupons to be executed with the fascimile
signature of its Secretary of the Treasury, as of the first day of
January, 1926.
[Form of Interest Coupon]
No.—
$—
On the first day of . . . . . . . , 19 . . , unless the Bond herein
mentioned shall have been called for previous redemption, the
Republic of Liberia will pay to Bearer, at the Head Office of The
National City Bank of New York, in the Borough of Manhattan, City
and State of New York, . . . . . . . Dollars, in United States Gold
coin, being six months’ interest then due on its External Forty Year
Secured Sinking Fund Seven Per Cent. Gold Bond, No. . . . . .
[Form of Fiscal Agent’s
Certificate]
This is one of the Bonds described in the within mentioned Loan
Agreement.
The National City Bank of New
York,
as Fiscal Agent,
By .
. . . . . .