GOLDMAN SACHS (ASIA) L.L.C.
LTCB ASIA LIMITED and
TOKYO-MITSUBISHI INTERNATIONAL (H.K.)
LIMITED
(the "Co-Managers", and together with the Joint Lead Managers and the Co-Lead Managers, the “Managers”).
The Issuer and the Managers wish to record the arrangements agreed between them in relation to an issue of U.S. $ 200,000,000 Floating Rate Notes due June 2002 of the Issuer (the “Notes”，which expression where the context so admits shall include the Temporary Global Note (the“Temporary Global Note") to be delivered in respect of them and the Permanent Global Note (the " Permanent Global Note”）for which interests in the Temporary Global Note may be exchanged. The definite Notes will be in bearer form in the denomination of U.S.$ 1,000， U.S. $ 10, 000, U.S.$ 100,000 and U.S.$ 250,000 each with coupons attached.
1 Issue of the Notes and Publicity
1.1 Agreement to Issue： The Issuer agrees to issue the Notes to the Managers or as they may direct on 27 June 1997 or such later date，not being later than 11 July 1997, as the Issuer and Daiwa on behalf of the Managers may agree (the Closing Date”）. The Notes will be subscribed at a price equal to 99.95 percent of the principal amount of the Notes (the“Issue Price") , subject to the adjustments referred to in Clause 9.
1.2 The Notes： The Issuer will，not later than the Closing Date, enter into ( and provide Daiwa with a copy of) a fiscal agency agreement (the“Fiscal Agency Agreement' ) with Morgan Guaranty Trust Company of New York as fiscal agent and agent bank and the other paying agents referred to in it substantially in the form of the draft signed for identification by Linklaters & Paines with such changes as may be approved by Daiwa. The Notes will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the respective forms set out in its Schedules. This Agreement and the Fiscal Agency Agreement are together referred to as the “Contracts”.
1.3 Offering Circular： The Issuer confirms that it has prepared an offering circular dated 23 June 1997 (the“Offering Circular”）for use in connection with the issue of the Notes and hereby authorises the Manners to distribute copies of it in connection with the offering and sales of the Notes, copies of it in preliminary or draft form having already been distributed with the consent of the Issuer.
1.4 Publicity： The Issuer confirms that the arrangements made on its behalf by Daiwa for
announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as it may agree with Daiwa.
...
參考譯文：
(封面） 一致文本
簽約日期：1997年6月23日
x x x x銀行
和
大和證券（香港）有限公司
以及
其他機(jī)構(gòu)
關(guān)于2002年期貳億美元浮動(dòng)利率僨券
的
承銷協(xié)議
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