Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698844394722.pdf (Sierra Leone)
St{ c, 212 COTE D'WOIRE-LIBERIA-SIERRA LEONE-GUINEA INTERCONNECTION PROJECT SUBSIDIARY LOA}I AGREEMENT BETWEEN THE REPUBLIC OF SIERRA LEONE AND THE REGIONAL TRANSMISSION COMPAI{Y OF cOtB o,IvoIRE-LIBERTA-SIERRA LEoNE-curNEE (TRANSCO CLSG) IN RELATION TO THE LOAN AGREEMENT DATED 28'h oF NovEMBER 2013 BETWEEN THE REPUBLIC OF SIERRA LEONE AND THE AFRICAN DEVELOPMENT FUND (ADF) (LOAN No:2 100150030095-505 : r 4-5) Freetown, this.,...day of 2015 0 ?ARLIAMENTLlB?
!.fi ' IYILttt rREt INA \ This SUBSIDIARY LOAN AGREEMENT (hereinafter to be referred to as the OnJending Agreement) BETWEEN THE REPUBLICE OF SIERRA LEONE, represented by Dr. Kaifala MARAH, the Minisrer of Finance and Economic Development (Hereinafter referred to as the 'GOVERI\MENT') AND OT'THE ONE HAND TIIE REGIONAL TRANSMISSION COMPA}TY OF COTE D'IVOIRE.LIBERIA- SIERRA LEONE-GUINEA (TRANSCO CLSG), represented by Mr. Mohammed Mulibah SHERIF, the Ceneral Manager, (Hereinafter relerred to as the "TRANSCO CLSG') OF THE OTHER HAIII) The GOVERNMENT and TRANSCO CLSG shall be collectively known as the "Parties" hereby: WITNESSETH WHEREAS, by the loan agreement (hereinafter called "the Loan Agreement") signed on 28th November, 2013 between the GOVERNMENT and the African Development Fund (hereinafter called "The Fund"), The Fund has agreed to make available to the GOVERNMENT a Credit in an amount equivalent to UA 14,500,000 (Fourteen Million and Five Hundred Thousand Units of Account) to finance part of the foreign currency cost and pan ofthe local ourrency cost ofthe CLSG Transmission Interconnection Project ((hereinafter called the "Project"), described in Annex I olthe Loan Agreement.
WHEREAS, The Republic of Cote D'Ivoire, the Republic of Liberi4 the Republic of Sierra Leone and the Republic of Guinea (together the CLSG Member States) have jointly and , This SUBSIDIARY LOAN AGREEMENT (hereinafter to be referred to as the On-lending Agreement) BETWEEN THE REPUBLICE OF SIERRA LEONE, represented by Dr. Kaifala MARRAH, the Minister of Finance and Economic Development (Hereinafter referred to as the 'GOVf,RNMENT') AND OF THE ONE HAND THE REGIONAL TRANSMISSION COMPAIry OF C6TE D'IVOIRE-LIBERIA.
SIERRA LEONE-GUIIYEA (TRANSCO CLSG), represented by Mr. Mohammed Mulibah SHERIF, the General Manager, (Hereinafter referred to as the "TRANSCO CLSG) OF THE OTHER HAND The GOVERNMENT and TRANSCO CLSG shall be collectively known as the "Parties" hereby: WITNESSETH WIIEREAS, by the loan agreement (hereinafter called "the Loan Agreement") signed on 28th November, 2013 between the GOVERNMENT and the African Development Fund (hereinafter called "The Fund"), The Fund has agreed to make available to the GOVERNMENT a Credit in an amount equivalent to UA 14,500,000 (Fourteen Million and Five Hundred Thousand Units of Account) to finance part of the foreign currency cost and part of the local currency cost of the CLSG Transmisssion Interconnection Project ((hereinafter called the "Project"), described in Annex I ofthe Loan Agreement.
WIIEREAS, The Republic of Cote D'Ivoire, the Republic of Liberiq the Republic of Sierra Leone and the Republio of Guinea (together the CLSG Member States) have jointly and severally agreed to enter into a Treaty for the Construction operation and Development ofthe CLSG Interconnection Line (hereinafter to be known as the Treaty), the purpose of w,hich is I to establish the financing construction operation, maintenance ownership and development of the CLSG Interconnection Line amongst the CLSG Member States (hereinafter known as the Project) has undertaken, to on-lend or make available to TRANSCO{LSG, a Supranational Company denominated CLSG REGIONAL TRANSMISSION COMPAI.
{Y, known as TRANSCO-CLSG, charged with the implementation, management and operations of the Regional Government Electricity Project, the proceeds ofthe loan upon terms and conditions to the Fund, as provided for in the said Loan Agreement and to the satisfaction of ac€eptable the AfDB; WHEREAS, by Virtue of the Treaty, the CLSG Member States have created a Special - Purpose Company (hereinafter to be known as the SPC), equally owned by the National Electricity Companies (hereinafter together known as the NEC) of the CLSG Member States, having supranational character, to implement the Project.
WHEREAS, by Virtue of the Treaty, the CLSG Member States and the SPC have agreed to jointly and severally enter into an Intemational hoject agreement to govem the implementation of the Project; the FUND shall finance part of the costs of the Project by providing portion of the loan to TRANSCO-CLSG for the Regional electrification of parts of the four regional countries of Cote D'Ivote, Liberia, Sierra Leone and Guine4 and the TRANSCO-CLSG has agreed to accept and disburse the proceeds of the Loan as per the terms and conditions as herein set forth.
WHEREAS, Under the Loan Agreement, the Govemment has agreed to make available to TRANSCO CLSG the funds comprising the Fund Credit towards the cost of the implementation of the hoject in the form of an OnJending Agreement which stipulates that the funds disbursed to the GOVERNMENT by the Fund will be on-lent to TRANSCO CLSG; NOW THEREFORE, The PARTIES hereto agreed as follows: ARTICLE I GENERAL REPRESENTATIONS ; DEIIMIIONS l.0l Unless the context requires otherwise, the terms defined in the Loan Agreement have the resp€ctive meaning herein set forth.
ARTICLE II ON-LENDING TERMS 2.Ol The GOVERNMENT hereby agrees to make available as a loan.

the funds made available to it by the Fund pursuant to the Loan Agreement on the same terms and conditions as set forth or referred to in the Loan Agreement.

The loan amount is equivalent to UA 14,500,000 (Fourteen Million and Five Hundred Thousand Units of Account) (the " On-lent Loan") to finance part of the construction, operation and maintenance ofthe CLSG transmission line and substations.
2 2.02 The right of TRANSCO CLSG to withdraw the On-lent Loan funds shall be subject to the right of the GOVERNMENT to withdraw the funds, which is in accordance with Articles 4.01, 5.01 and 5.02 ofthe Loan Agreement.
2.03 TRANSCO CLSG shall not make use of any amount of the loan to pay for expenditures incurred prior to fulfilment of conditions precedent to initial disbursement, as follows : (i) The GOVERNMENT shall provide the Fund with evidence of the signing of an On-Lending Agreement for the utilization of UA 14,500,000 to TRANSCO to the Fund, to finance part of CLSG upon the terms and conditions acc€ptable tho construction, operation and maintenance ofthe CLSG transmission line and substations ; (ii) The State hosting TRANSCO CLSG Headquaters shall provide the Fund with evidence of: ratification of the Treaty by the CLSC Member States and evidence that the share capital for TRANSCO CLSG has been paid in full ; (iii) TRANSCO CLSG shall provide an appointment of the finance manager and accountant, whose skills and qualifications are acceptable to the Fund.
2.04 The funds shall be available upon signature of this On-Lending Agreement and upon fulfilment ofconditions precedent to first disbursement of the Loan funds as stipulated in the paragraph above and as further stipulated in Articles 4.01 and 5.02 ofthe Loan Agreement.

2.05 The GOVERNMENT shall, upon the signing of this On-lending Agreement, open a Subsidiary Loan Account in its books in the name of TRANSCO CLSG for the purpose of this On-lending Agreement.
2.06 The funds of this On-lending Agreement shall be exclusively applied to financing the Qualifoing Expenditures ofthe Project in accordance with the Loan Agreement.

2.07 Currency of repayment ofthe l-oan, service charges and other charges in respect ofthe Loan, or any other required payments, shall be made by TRANSCO CLSG to the GOVERNMENT in the currency (ies) of disbursement (US Dollars) or in a currency of substitution @uropean Community Euro, the British Pound Sterling or the Japanese Yen).
2.08 Service Charge -TRANSCO CLSG shall pay service charge (hereinafter referred to as the "Service Charge" ) to the Govemment at the rate ofthree quarters ofone percent (0,75Y) per amum on the principal amount of the Loan disbursed and outstanding from time to time.
2.09 Commitment Charge -TRANSCO CLSG shall pay a commitrnent charge (hereinafter referred to as the < Commitment Charge >) at the rate of one half of one per cent (0,5%) per annum on the undisbursed portion ofthe Loan, which shall begin to accrue one hundred and twenty (120) days after signature ofthis Agreement.
3 2.10 Repayment of the principal -TRANSCO CLSG shall repay the principal of the Loan over a period of forty (40) years after a ten (10) year grace period commencing Ilom the date of this Ageement, at the rate of one per cent (l%) per annum from the eleventh (l lth) to the twentieth (20th) year inclusive and at the rate of three per cent (3%) per annum thereafter.
2.ll Dates of Paynent-The principal of the Loan shall be repaid in equal and consecutive semi-annual installnents the first of which shall be payable on l5th March or 15th September, whichever immediately follows the expiration of the grace period referred to in Section 2.10 above.

The Service Charge and the Commitment Charge shall be payable semi-annually on these same dates.
ARTICLE III EXE,CUTION OF THE PROJECT 3.01 TRANSCO CLSG shall implement the Project in accordance with the Loan .Agreement and shall not assign, arnen4 abrogate or waive any ofthe provisions ofthe schedule without The Fund's prior written conourrenoe if any such amendments or waiver may, in the opinion of The Fund, materially or adversely affect the implementation of the Project.

3.02 TRANSCO CLSG shall comply with all its obligations under the Loan Agreement.
ARTICLE TV REPORTING A]\ID MONITORING 4.01 TRANSCO CLSG shall prepare and fumish to the Bank, a quaterly project implementation report, within thirty (30) calendar days ofthe end ofeach quarter, and 4.02 TRANSCO CLSG shall prepare and fumish to the Bank, a Project Completion Report, within six (6) months following project completion.
4.03 TRANSCO CLSG shall submit to the Banlq within six (6) months after the end of each finanoial year, annual audited financial statements together with the auditor's report and management letter.
The audit ofthe annual financial statements shall be conducted by independant auditors acceptable to the Bank, and in accordance with audit terms ofreference approved by the Bank ARTICLES V PROCUREMENT 5.01 Procurement ofthe goods, works and consultant's services required for the Project and to be financed out of the funds of the OnJending Agreement shall be procured in accordance with provisions ofArticle IX of the Loan Agreement.
4 ARTICLE VI EFFECTIVE DATE; TERM; SUSPENSION ; TERMINATION 6.01 This On-lending Agreement shall come into force and effect on the date upon which t he Loan Agreement becomes effective, notwithstanding the date of signature of this Agreement.
6.02 The GOVERNMENT may suspend disbursement to TRANSCO CLSG and ask for immediate repayment of the On-lent Loan if : a) TRANSCO CLSG conducts is affairs in relation to the Project contrary to the provisions of this On-lending Ageement and any other related legal instrument, or b) TRANSCO CLSG applies the funds, or any part thereoi provided to the Project ftom any source to activities not directly connected to the Project.
6.03 This On-lending Agreement shall terminate if and when the entire amount of the On- lent Credit has been disbursed, the Project has been oompleted, and repayments ofthe total principal interest payable and any other appropriate charges have been paid in full by TRANSCO CLSG to the GOVERNMENT.

AMENDMENTs ; rprlrca#f,'r1* Xlrr""MENr oF DISpurEs 7.01 TRANSCO CLSG shall at all time refrain from any act or omission that may prejudice the obligations of the GOVERNMENT under the Loan Agreement.
7.02 No amendment or addition to this On-lending Agreement shall be made valid or binding unless made by agreement in writing supplemental hereto and duly executed by or on behalfofthe Parties hereto.

7.03 This Agreement shall be govemed by and construed in all respect in accordance with the Laws ofthe Republic of Sierra Leone.

Any claim or dispute whatsoever arising in connection \ ith this OnJending Agreement shall be settled amicably.
In absence ofan amicable settlement, the dispute shall be settled by arbitration at the Ecowas Court of Justice in Abuja, Republic of Nigeria under the rules of Arbitration of this Court.The arbitration proceedings shall be held in Abuja and shall be conducted in the english langage.
ARTICLE VIII NOTICES AND COMMUMCATION 8.01 Any notice, consent or request required or permitted to be given or made under this Agreement to the GOVERNMENT or TRANSCO CLSG shall be in writing and shall be deemed to have been duly given or made when delivered to the following addresses : FOR THE GOYERNMENT : The Minister of Finanoe and Economic Development Ministry of Finance and Eoonomic Development Treasury Building George Street Freetown Siena Leone FOR THE TRANSCO CLSG : The General Managor TRANSCO CLSC 2Plateaux, ENA, Rue J9 28 BP 633 Abidjan 2E Abidjan, Republic of Cote d'Ivoire IN WITNESS WHEREOE the Parties hereto acting through their duly authorized representatives have caused this Agreement to be signed in their respective names as of the day and )'ear first above written.
SIGNED, SEALED AIiD DELIVERED FOR A.I\ID ON BEHALF OF THE GOVERNMENT OF TIIE REPUBLIC OF SIERRA LEONE BY : Dr. KAifaIa MARRAH Minister of Finance and Economic Development SIGNATURE......,...,.

IN THE PRESENCE OF: (Nome and title) S]GNATURE.....

SIGNED, SEALED AIYD DELTVERED FOR AND ON BEHALF OT CLSG REGIONAL TRANSMISSION COMPANY (TRANSCO CLSG) BY : Mohammed Mulihah SHERIF General Manager, TRANSCO CLSG SIGNATURE....
IN THE PRESENCE OF: Jigba Josephus YILLA Finance and Administration Manager SIGNATURE 6 ANNEX Allocation ofthe Loan Categories of Expenditure UA Million No Category I I Works rorat Local Currency Costs I Foreign Currency Costs 2.17 ,.r, I I 12.13 12.33 | I I I Total I 14.50 14.50 7 +"hr'-.t - -t..'r l.l'.lrletll ''; ' a r(LaJ}r ' ' , I t., <q!
@ - a IN WI.l'NttSS Wl'IElfDOf, tlre Partics hcrcto actir]B tlrrotrgh lhcir dul.v autlrorized represer rtat ives have caused llris Agleerrerrt t() l)e signed in llreir respective narres as of the ,lay arrd yr:ar lirst irbove written.

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*GJa" a IN WI'l'NESS \\/lIEIlli,O[, tlre Partics hcrcto acting througlr tlreir duly authorized represerrtatives have causcd llris Agleerneut to be signed in tlreir respective narnes as of the ,.lay antl ycar lirst above written.
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SOAI,EI) AND DEI,IvEITlit) T.'()R ANI) ON I'I.

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'IIIE COVIiITNMEN'I- OT TIIIi, ITIPUIiLI('OT SIIITITA LEONI] I}Y: Dr. Kaifala l,lARAH Minister ol'Finance and Econcmic Developrnent SIGNATURE.

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