Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698844170961.pdf (Sierra Leone)
Yi U 3,11 tt i ,', IN? )

plo))V if-ff g---p luaruaarOV afraruuro1 np luaualuouU ap anbruolsl alDuorlDuJaluI glg!

)oS uorlDJodJol af uDu u epDjf l r UJD lsl lDuo rlDuralu I 1;vf nrm- tN6fr-T ffirrrno-t- ;-ro,6r-n 1;--rr',fo -.

t ziz .
Yl)U ITFC/t 436/TFl /SU0002 Murabaha Financing Between: The Rcpublic ofSicna Lcone And Intcmational lslamic Trade Finance Coryoration Regardi[g: Purchase of Petroleum Products Amount: uSDl0.0Million Operation No: ITFC/ 1436/TF I /SL/0002 MURABAHA AGREEMENT BET\\'EEN REPUBLIC OF SIERRA LEONE AND INTERNATIONAL ISLAN{IC TRADE FINANCE CORPORATION REGARDING THE PURCH.ASE OF PETROLEUM PRODUCTS ?l.>- t pt@.dq 4@tud,etc4ptd{*tt r,rlot D.ro* - Frtu,4fEa.a*tat:t@ b rn:- u rGtFts-@lMF: w ;e\ Contents SECTION.I SECTION-2 SECTION.3 SECTION.4 SECTION-5 SECTION.6 SECTION-7 SECTION-8 SECTION.9 SECTION.IO SECTION.I I SECTION.I2 SECTION.l:} SECTION.I4 SECTION.I5 SECTION.I6 SECTION.I T SECTION.IS SECTION-I9 SECTION-20 sEcTloN-21 SECTION_22 SECTION_23 SECTIONI4 SECTION_25 SECTION.26 SECTION_27 SECTION.28 Execution Page Appendix-l Appendix-lt AppendixJII Appendix-lV l_ DEFtNrIONS........ UTILISATION OF THE APPROVED AMOUNT..... PROCUREMENT OF THE GOODS., INSURANCE.......... ....... ...
DELIVERY............. PAYMENT OF THE PURCHASE PRICE BY ITFC......,,..........
PROMISE BY THE COMPANY TO PURCHASE THE GOODS FROM ITFC SALE PRICE PAYABLE TO ITFC ......... SALE OF THE COODS TO THE COMPANY WITHOUT RESPONSTBILITY ITFC FOR DEFECTS -.. OF ..................... l6 ll ll t2 l3 l3 l5 l5 ..._.............................. PAYMENT OF THE SALE PRICE ......,....16 MANNER OF PAYMENT OF THE SALE PRICE........................_..............................17 DELAY IN THE E)GRCISE OF RIGHTS l7 CANCELLATION AND SUSPENSION OF WHOLE OR PART OF THE APPROVED AMOUNT, REPRESENTATION, WARRANTIES AND COVENANT EVENTS OF DEFAULT INDEMNITY EFFECTIVENESS GOVERNINC LAW-SETTLEMENT OF DISPUTES NOTICES.
REQUESTS ENTIRE AGREEMENT PROVISIONS SEVERABLE ....... sET-OFF................. CURRENCY AND CURRENCY INDEMNITY ..-..,...... cosTs AND EXPENS8S...................... pAYMENT tN GROSS .......................... PAYMENTS WITHOUT DEDUCTION MISCELLANEOUS t7 ............l8 .. l9 20 .........-.......22 ....23 23 2.1 ----.....-.24 ..............24 .24 .25 .25 ...........25 ........_..26 FORM OF OFFER FROM TTIE RECIPIENT FORM OF ACCEPTANCE BY ITFC FORM OF LEGAL OPINION TO BE ISSUED BY THE AUTHORIZED LEGAL COI.JNSEL OF THE RECIPIENT CURRENCY REPARTIATION I'NDERTAKING .............. ...,.29 ..._..._...._._._...._.._...._.10 2'7 ...................... 28 \ Page 2 of 30 MURABAHA AGREEMENT This Agreement is made on J )1437H conesponding to / /2016G, Between Republic of Sierra Leone (hereinalter referred to as the "Recipient") And International Islamic Trade Finance Corporation (hereinafter referred to as "ITFC").
The Recipient and ITFC are hereinafter referred to individually as "Party" and collectively as "Parties".
Whereas, B C. D. E. The Recipient has requested ITFC to purchase quantity ofPetroleum Products (hereinafter referred to as the "Goods") and to sell the same at a profit to the Recipient; ITFC has on 05/06/1436H (25/0312015G) approved the purchase of the Goods in an amount not exceeding US$ 10,000,000.00 (United States Dollars Ten Million) (hereinafter refer to as the "Approved Amount"), and the sale thereofto the Recipient; ITFC intends to make the Approved Amount available to the Recipient on the basis of the terms and conditions set out hereunder; The terms and conditions of ITFC financing are set out in the Term Sheet, which is incorporated by refer.ence and constitute part of this Agreement; and ITFC has agreed subject to the terms and conditions ofthis Agreement, to authorize the Recipient, as an agent ofand for and on behalfofITFC and to the extent ofthe Approved Amount, to negotiate with the Supplier (hereinafter defined) and to conclude a contract/contracts for the purchase ofthe Goods (hereinafter referred to as the'?urchase Contracf'); Now it is hereby agreed as follows: SECTION.I DEFINITIONS l.0l Except where the context otherwise requires, each ofthe following terms shall have the meaning assigned to it hereunder wherever used in this Agreement: "AAOIFI" "Authorization" "Applicable Law" the Accounting and Auditing Organization for Islamic Financial Institutions headquartered in Bahrain.
any authorisatioq consen!

approval, resolution, licence, permiL exemption.

lrling, notarisation or registration necesszrry in connection with the Operation pursuant to any Applicable Law.
any law, regulation, rule, executive order, decree, code of practice, circular, guideline note or injunction of, or made by any Competent Authority, which is binding and L\ Page 3 cf 30 /1n\ "Approved Amount" "As is" "Business Day" "Competent Authority" 'Disbursement" sDisburI€ment Date" 'Docum€nt.ry Collection" "Documentary l,€tter of Credit" "Effective Date" "Event of Default" "Executing Agency" "Force Majeure" enforceable on or against the Recipient or the subject matter of the Agreemenl or the Operation.
the amount approved by ITFC for financing the purchase ofthe Goods under this Agreement.

ITFC is o{Iering the Goods in their whatever present, existing condition to the Recipient and that the Recipient is taking all the risks of the Goods (including quality, hidden defects) with no implied or express warranties from ITFC.

a day on which banks are generally open in London, New York and Jeddah for the business of the nature required by this Agreement.
a government, supranational, local govemment, statutory or regulatory body or any subdivision thereof and any ministerial or govemmental, quasi-governmental, or other regulatory department, body, instrumentality, agency or ollicial court or tribunal having jurisdiction over the Recipient and/or the Recipient.

the Operation or the subject matter ofthe Agreement.

actual payment ofany pafi of the Approved Amount by ITFC.

the date on which payment ofthe Purchase Price is made.
shall have the meaning given to it in the URC.

shall have the meaning given to it in the UCP.

the date on which this Ageement shall enter into effect as provided in Section 18 hereof.

any ofthe events listed in Section l6 hereof.

Electricity Generation & Transmission Company (EGrc).
any act, event or circumstance that: (a) including, without limitation, an act of God, hostilities or war (whether or not war has been declared), terrorist acts, acts of any civil or military authority, govemmental or regulatory direction or restriction or suspension or withdrawal of licences or consents, disaster, fire, flood, extreme weather conditions, epidemic, explosion, release of ionising radiation or contamination by radioactivity, the order of any court or govemmental or regulatory authoriti, delay in transportation or communications, unavailability of feedstocK breakage ofor accidental damage to equipment, riot, civil commotion, public demonstration, structural shift or subsidence, that ntaterially affects the abilit-v l>->_ N Page 4 of 30 "Goods" "Late Payment Charge!'
"Market Disruption Event" "Material Advers€ f,vent" of each Party Io perform is obligations under this Agreement; the cause of which is beyond the reasonable control of the relevant person rvhose performance is affected; or (b) serves as the basis for a force majeure claim under this Agreement.

Petroleum Products an amount payable by the Recipient to ITFC in accordance with Section 11.4 for failure ofthe Recipient to make a payment when due and payable to ITFC.
either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case.
required to operate in order for pal,rnents to be made in connection with this Agreement (or otherwise in order for the transactions contemplated by this Agreement to be carried out) which disruption is not caused by, and is beyond the control of, any ofthe Parties; or (b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that.
or any other Party: (D from performing its payment obligations under this Ageement; or (ii) from communicating with other Parties in accordance with the terms of this Agreement, (c) an adverse change in the international money, banking and/or capital markets which would have adverse impact on the domestic money, banking and/or capital markets; and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
in relation to any event or circumstance in whatsoever nature.
the occurrence of effect of which would, in the opinion of ITFC: (a) constitute a Force Majeure; (b) affect the Recipient and/or the Recipient's assets and properties; (c) affect the Recipient's and/or the Recipient's business prospects or financial conditions; N Page 5 of 30 /-t i> (d) affect the implementation of the Operation, the financial plan or the carrying on of the Recipient's and/or the Recipient's business or operation; or (e) impair the ability of the Recipient to perform or comply rvith its obligations under this Agreement or any related document; (f) affect the enforceability of this Agreement or any related document; (g) cause the suspension, cancellation, revocation or termination of this Agreement or any related document; or (h) impact the financial condition, business or operations of the Recipient; (i) impact the socio-political, financial and./or economic conditions of the Republic of Siera Leone, which would have adverse impact on the domestic money, banking and/or capital markets.
and may do so: O in a manner or to an extent materially prejudicial to the rights and/or rernedies of ITFC under this Agreement or any related agreement; or (k) in a manner or to an extent whiclq is likely materially and adversely to affect the Recipient's ability to comply with any of its payment obligations under any agreement to which it is a party or to the Recipient's ability to complete the Operation as a whole; and references herein to an event or circumstanc€ which "has" or which "would have" a material adverse affect shall be construed accordingly.
a country, which is a member of the Organization of Islamic Cooperation (OIC) a country which is not a member of OIC.

Transaction(s) to be carried out pursuant to this Agreement for an aggregate sum that shall not exceed the Approved Amount.
any illegal Drug Trade, Illicit origin, Organised Criminal Activities, Money Laundering, Comrption, passive bribery committed intentionally, and Terrorism Funding: (a) Illegal Drug Trade: means, leading or putting together a group whose aim is the production, manufacture, import, export, transport, holding, sale.

distribution.
distribution.

purchase and/or illegal use of r\\\v Page 6 of30 "Member Country" "Non-Member Country" "Operation" "Other Sanctionable Practices" drugs as well as the illegal sale ofdrugs to a person for orvn consumption as set out in the Laws of the Republic of Sierra Leone; (b) Illicit origin: means.

when related to funds, equity or financial interest.

any funds which are related to the Illegal Drug Trade, Corruption.
Organized Criminal Activities and/or Terrorism Funding as they are defined in this Agreement, in each case rvith regard to Applicable Laws in the Republic of Sierra Leone; (c) Organised Criminal Activities: any group established with the aim of committing one or several infractions following the Laws of the Republic of Sierra Leone; (d) Money Laundering: means, (i) (ii) the conversion or transfer of property, knorving it is derived from a criminal offence, for the purpose of concealing or disguising its illegal origin or of assisting any person who is involved in the commission of the crime to evade the legal consequences of its actions; the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of, property knowing that it is derived from a criminal offence; or (iii) the acquisition, possession or use of property knowing at the time of its receipt that it is derived from a criminal ofTence.
(e) Corruption: means, (i) active bribery committed intentionally, including the promising, offering or giving by any person, directly or indirectly, ofany undue advantage to any of its public officials, for himself or herself or for anyone else, for him or her to act or refrain from acting in the exercise of his or her functions; and (ii) passive bribery committed intentionally, including the request or receipt by any of its public officials, directly or indirectly, of any undue advantage, for himselfor herself or for anyone else, or the acceptance of an offer or a promise ofsuch an advantage.
to \ Page 7 of 30 /.a -\" "Potcntial Event of Default" "Purchase Contract" "Purchrse Price" "Procurrment Procedures tif ITFC" "Sale Contract": "Sale Price" "Sanctionable Practices" act or refrain from acting in the exercise of his or her functions.
(f) Terrorism Funding: means, funding a terrorist enterprise, individual or action group, by providing or collecting funds, or goods, or by giving advice to this end, in order to see funds or goods, or knorving that they are designed to be, used, totally or partly, to commit a terrorism act, regardless ofthe incidence ofsuch an act.
any event or circumstance which would be an Event of Default (with the expiry ofa grace period, the giving of the making of any determination under this notic€, Agreement or any combination ofthe foregoing).

the contract concluded by the Recipient or its representative or the Executing Agency with the Supplier on behalf of ITFC; the terms and conditions of which have been approved by ITFC prior to its conclusion.
the price paid, or payable, by ITFC to a Supplier for each shipment ofthe Goods inclusive of any Taxes, insurance premium, banking or other fees bome by ITFC in connection with the shipment of the Goods to the Recipient.

the Guidelines for Procurement of Goods and Services under the Islamic Development Bank's financing as amended from time to time.

the contract to be concluded between ITFC and the Recipient, in the manner indicated in Section 8 hereof, for sale ofthe Goods to the Recipient.
the price at which ITFC sells the Goods to the Recipient, as determined in accordance with Section 8 hereof.

any of Corrupt practice, Coercive practice, Collusive practice, Fraudulent practice or Obstructive practice.
(a) Corrupt Practice: means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party; (b) Coercive Practice: means any act or omission impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions ofa party.

(c) Collusive Practice: means an arrangement between two or more parties designed to achieve \ Page 8 of30 /!D.
an improper purpose, including influencing improperly the actions ofanother party.

(d) Fraudulent Practice: means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.
(e) Obstructive Practice: means, (i) deliberately destroying, falsifling, altering or concealing of evidence material to the investigation ormaking offalse statements to investigators, in order to materially impede ITFC investigation into allegations of a Corrupt, Fraudulent, Coercive or Collusive practice, and/or threatening, harassing or intimidating any parfy to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of ITFC's access to contractually required information in connection wilh ITFC's investigation into allegations of a Comlpt, Fraudulen!
Coercive or Collusive practice.

the person or entity fiom which the Goods are purchased by the Reclpient on behalfofITFC under this Agreement.

includes imposts, levies, fees and duties of any nature, whether in effect on the Effective Date of this Agreement, or thercafter imposed.

terms and conditions communicated to the Recipient on 26/0312015G and duly accepted signed brv the Recipient on 05/06/2015G.
purchase ofa quantity of the Goods by the Recipienl on behalf of ITFC, in a single shipment and sale of the same by ITFC to the Recipieflt in accordance with this Agreemenl.

the Uniform Customs and Practice for Documentary Credits (1993 Revision), Intemational Chamber of Commerce Publication No.

500 and its revision thereof.

the Uniform Rules for Collections, 1995 Revision, Intemational Chamber of Commerce Publication No.

522 and any subsequent revisions thereof.


the lawful currency of the United States of America.

Page 9 of 30 ,,, !

i> "Supplier" 'Tax" "Term Sheet" "Transaction" "UCP" *URC" "United States Dollars or US Dollars or USS or USD" N r.02 1.03 1.04 Headings used are for ease of reference only.

Unless the context does not so admit, the singular includes the plural and vice versa.
Interpretation: (a) the "Party" shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with the interest ofITFC; (b) an "appendix" shall, subject to any contrary indication, be construed as a reference to an appendix olthe agreement or document in which such reference appears; (c) (d) (e) (0 "assets" includes properties (movable and immovable), revenues and rights of every description; "continuing", in relation to an Event ofDefault, shall be construed as a reference to an Event of Default which has not been waived or remedied in accordance with the terms hereof; "including" shall be construed as a reference to "including, without limitation,"; "indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (g) a "law" shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other legislative measurc of any relevant govemment, supranational, local government, statutory or rcgulatory body or court; (h) a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in
 the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day, provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to "months" shall be construed accordingly); (D () (k) (l) this Ageement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented; "Section", "paragraph" or "Appendix" shall, unless a contrary indication appears, be construed as one in or to this Agreement, and any headings to any Section, paragraph or Appendix shall be for ease ofreference only.
"person" includes any person, firm, company, corporation, govemment, state or agency ofa state or any association, trust or partnership (whether or not having separate legal personality) of two or more ofthe foregoing; a "regulation" includes any regulation, rule, official directive, reque$ or guideline (whether or not having the force of law) of any govemmental, rt' Page l0 of 30 intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; (m) unless the contexl does not so admit, the singular includes the plural and vice versa; (n) a time of day is a reference to GMT time; SECTION_2 TJTILISATION OF THE APPROVED AMOIINT Z.Ol ITFC shall, upon effectiveness ofthis Agreement in accordance with Section 18, make the Approved Amount available to the Recipient.
2.02 The availability ofthe Approved Amount is subject to, in the absolute opinion of ITFC, the following events: (a) (b) (c) there being no Market Disruption Eventr there being no Material Adverse Event; there being no Event ofDefault.

2.03 The Recipient shall pay to ITFC administrative fees amounting to US$20,000.00 (United States Dollars Twenty Thousand only) as a condition of effectiveness, prior to utilization of the Approved Amount.
2.04 All actual costs and expenses relating to this Agreement including the reasonable legal fees, agent bank fees and taxes of whatsoever nature levied, will be to the account of the Recipient.

2.05 Without prejudice to Section 2.01, ITFC may by sending written notice to the Recipient.

effective immediately on the date ofsending, suspend alI or some of Disbursements not yet made by ITFC pursuant to Section 6 upon the occurrence of any of the events mentioned in Section 2.02.
Any such suspension will continue until notification in writing from ITFC to the Recipient ofthe end ofthis suspension or until ITFC cancels the relevant Disbursements which are subject to such suspension pursuant to Section 2.06.

2.06 Without prejudice to Section 2.05 or Section 6, ITFC may, by sending written notic€ to the Recipient, effective immediately on the date of sending, cancel all or some ofthe Disbursements not yet made by ITFC upon the occurrence of any of the events mentioned in Section 2.02.
2.07 The Recipient has appointed the Executing Agency to act on its behalf for, inter alia.

the procurement of Goods under this Agreement.

Notwithstanding this appointment.

the Recipient shall be responsible for all actions and omission ofthe Executing Agency.

SECTION.3 PROCT]REMENT OF TIIE GOODS 3.01 ITFC appoints the Recipient as its agent and the Recipient accepts the appointment, to negotiate with the Supplier and to conclude contracts for the purchase ofGoods to the extent ofthe Approved Amount.
3.02 It is agreed between the parties hereto that the Recipient is authorized to purchase the Goods lor and on behalf of ITFC from Member Countries and Non Member Countries.

3.03 The Recipient undertakes to ensure that the Supplier is not in the lists ofUnited Nations or the Organization of the Islamic Cooperation concerning any restrictive measure.
embargo or sanction- s Page I I of 30 ,tai- 3.04 The Recipient covenants that, when acting as agent, it shall act as an undisclosed agent ofITFC and it shall not disclose that it is acting as an agent ofITFC to any third party.

The Recipient acknowledges and accepts such undisclosed agency arrangement and covenants not to do, or omit to be done, anything which could result in this undisclosed agency arrangement being breached.
3.05 The Recipient shall submit through the most expeditious mode of communication the terms and conditions ofthe draft Purchase Contract and/or the draft Purchase Contract as the case may be, for the approval of ITFC before it concludes it.

Any reference to the Purchase Contract shall be taken as a reference to such contract after the approval of its terms and conditions by ITFC and its conclusion by the Recipient on ITFC's behalf.
Once approved by ITFC, no material amendment to or waiver or cancellation of the Purchase Contract shall be made or agreed by the Recipient without the prior written consent of ITFC.

3.06 The Recipient shall ensure that the purchase of the Goods and the signature of the Purchase Contract will be done without the assistance or intervention whether direct or indirect of any middleman or a commission agent or a similar person or party.
3.07 In acting as an agent ofITFC, the Recipient shall endeavor to act as if acting for its own account and shall take all necessary measures to protect ITFC'S rights and interests and will not do or omit to do anything which will be inconsistent with its obligations and responsibilities under the Agreement.
3.08 The Recipient undertakes to select the Goods and to exercise as much care in satisling itself as to matters of quality and quantity of the Goods and title thereto and of performance by the Suppligr as if it were purchasing the Goods for its own account directly from the Supplier.
3.09 The Recipient shall be fully and solely responsible for the quality, condition, selection and specifications ofthe Goods and for deciding the need for, and the extent and the manner ol the Transaction and storage thereof.

3.10 The Recipient shall ensure that all necessary permits, exchange control approvals, import licenses and all other consents required in connection with the import of the Goods are obtained.
3.11 The Recipient shall, on behalf of ITFC, do all things and observe and perform all obligations falling to be done or observed under the Purchase Contract as if the Goods are purchased by ITFC directly from the Supplier.
3.12 The Recipient or the Executing Agency shall not engage itself or through any person acting on its behalf, in any Sanotionable Practices or Other Sanctionable Practices in connection with its business and operations, including the procurement or the execution ofany contract relating to the Operation.
SECTION-4 INSI]RANCE 4.01 The Recipient shall insure, or procure insurance of, the Goods at all times, including marine transit until title to the Goods and all risks pass to the Recipient under the Sale Contract, with reputable insurers and in an amount aceeptable to ITFC, against such risks as are normally insured by persons transporting goods in the same manner and ofthe same kind as the Goods including, without limitation, all environmentalpollution risks.
The Recipient shall ensure that a term of such insurance will be that the insurance proceeds shall be payable to ITFC in a freely convertible curency.

The Recipient shall comply with the Page l2 of 30 terms and conditions ofthe insurance and shall not perform or omit, consent or permit an) act or omission, which might invalidate or render unenforceable the rvhole or any part of such insurance.
4.02 Where the draft Purchase Contract does not provide for the insurance ofthe Goods by the Supplier in the manner specified in Section 4.01 hereof, the Recipient shall, at the time of submitting the terms and conditions ofthe draft Purchase Contract for the approval of ITFC in accordance with Section 3.05, advise ITFC ofthe arrangements it has made, or will make, to insure the Goods in the aforesaid manner in order to obtain ITFC's approval for the same.
In this case the insurance cost shall be paid by ITFC and added to the Purchase Price.

4.03 The Recipient shall provide ITFC with a copy ofthe insurance policy entered into by the Supplier in relation to the Goods subject to Section 4.01 or a conformed copy of any insurance contract or agreement concluded directly or indirectly by the Recipient in the manner specified in Section 4.02.
SECTION.S DELIVERY The Recipient shall ensure that the Purchase Contract provides for the delivery of the Goods directly to the Recipient or to its order, and the Recipient shall be responsible for checking the quality, quantity, specifications and all other matters relating thereto.
SECTION-6 PAYMENT OF THE PURCHASE PRICE BY ITFC 6.01 Unless ITFC otherwise agreed in writing, payment ofthe Purchase Price ofall Goods shall be made either by; (a) O) (c) (d) Sight Letter of Credit (UC); Usance Letter of Credit (Usance period not exceeding 4 (four) months); Documentary Collection; or Direct Payment.

6.02 The minimum amount for each Disbursement shall be US$500,000 (United States Dollars Five Hundred Thousand).
However, a maximum number of Disbursements shall not exceed five (5) Disbursements with a minimum amount of US$ 100,000 (United States Dollars One Hundred Thousand).
6.03 Subject to Sections 6.01 and 6.02, promptly after securing ITFC's approval, ifpayment of the Purchase Price is being made by Documentary Letter of Credit, the Recipient shall open a Letter of Credit in favour ofthe Supplier in accordance with the terms mentioned in Section 6.4, and arrange with the issuing bank to send a copy ofthe full text ofthe Letter ofCredit to ITFC by an authenticated message.
Upon receiptolthe authenticated message, ITFC shall check the terms of the Letter of Credit against the terms of this Agreement.

6.04 Subject to Section 6.01 and 6.02, and where payment ofthe Purchase Price is to be effected by a Documentary Letter of Credit, the Recipient shall, on behalf of ITFC, open a Documentary lrtter of Credit in the manner required by the Purchase Contract in favour of the Supplier.
Each and every Documentary Letter of Credit established under this Agreement shall contain, inter alia.
the following particulars: (a) The number ofthe Documentary Letter ofCredit; (b) The name oflhe issuing bank; (c) The name ofthe applicant for the Credit; N Page l3 of30 />.i\, (d) The name ofthe Recipient ofthe Credit; (e) Description and quantity of the Gods; (0 Origin of the Goods; (g) The amount; (h) (i) 0) (k) The name ofthe paying bank or the negotiating bank; (l) (m) That the Letter of Credit is subject to the UCP.
lnsurance cover; The expiry date; The latest shipment date; That the Credit will be available by sight/deferred payment; and 6.05 Negotiation of documents prior to receipt of ITFC's Irrevocable Commitment to Reimburse is not allowed and the negotiating bank should inform ITFC 3 (three) working days prior to the value date ofthe Purchase Price.
6.06 The Recipient shall instruct its bankers to communicate to ITFC, by tested telex or authenticated SWIFT message, the full text ofthe Documentary lrtter of Credit.

Provided that the terms and conditions of the letter of Credit are in conformity with this Agreement and acceptable to ITFC, ITFC will, on receipt of the said telex or message, issue an Irrevocable Commifinent to Reimburse.
6.07 Reimbursement will be made by a correspondent bank ofITFC against a receipt by such correspondent bank ofa certificate from the Supplier's bank that all the relevant terms of such Documentary trtter of Credit have been fully and properly complied with.

6.08 Amendments of any Documentary ktter of Credit relating to the matters specified in Section 6.

(X hereofshall be subject to the approval ofITFC.


Any other amendment could be made by agreement of the parties to the Letter of Credit without reverting to mC.

However, the Recipient shall promptly notifo ITFC of any amendment.

6.09 ITFC will not be obliged to issue an Irrevocable Commitment to Reimburse under any Documentary Letter of Credit opened pursuant to this Section or make any Disbursement unless effectiveness conditions set out in Section l8 hereunder have been fulfilled.
6.10 Ifpayment ofthe Purchase Price is required to be made by direct payment to the Supplier, the Recipient shall, when making a Disbursement requesq provide ITFC with a statement acknowledging the receipt of the Goods in good conditions accompanied with copies of the following documents: (a) (b) Delivery order/Certificate ofreceipt duly signed by the authorized offrce(s); and (c) Certificateoforigin, ifapplicable.
Invoice of Suppliers; 6.1 I The first Letter ofCredit hereunder shall be opened, or request for the first Disbursement pursuant to Section 6.10 shall be made, within wo (2) months from the Effective Date of this Agreement.

Ifthe Recipient fails to open the first Letter ofcredit or request the first Disbursement rvithin the period specified herein, and ITFC is not satisfied with the justification for sucli liilure, I'[FC rna1,, by' notice to tlle Recipicnt, tcrnlinate this Agreement.

6.I I \\'h!
6.I I \\'h!

're the Purchrsc- Price is rr'rluircd to be nrade through DoctrmentflD' ColL'ction.
th!- C.onrp:rir\ s:rlil lrr:,r:,:t u itlt its I,rlnkels t(r scnJ lo i l-l'C a t:.ie.i tcl:x c.lriiinriirg tli.it it has rcceiYed the follo$ ing inlornrltiorr an.l docunrcnts anJ lhal thc) are in all respccts in order and in accordance with the Purchase Contract and this Agreement: Page l4 of 30 $ SECTION-9 SALE OF TTM GOODS TO THE COMPANY WITHOI,-TT RXSPONSIBILITY OF ITFC FOR DEFECTS As the Recipient rvill select the Goods relying solely on its orvn skill and judgment, it is expressly agreed between ITFC and the Recipient that the Recipient shall purchase the Coods from ITFC "As - Is" on delivery rvithout responsibility on the part of ITFC for any defect therein whether in relation to quality or otherwise.
When the Recipient takes delivery of the Goods and the Sale Contract is concluded in accordance with Section 7, the Recipient shall acknowledge that it would exarninethe Goods and that it would satisry itselfas to their quality quantity, and allother relevant specifications.
Howeveq if any defect appears in the Goods, ITFC undertakes to assign to the Recipient, or to its nominee, the rights and warranties to which ITFC may be entitled under the Purchase Contract, together rvith any other rights and warranties which may be implied by law or custom in favour ofa purchaser.

SECTION.IO DENOMINATION OF THE SALE PRICE Each Sale Price shall be denominated and payable in United States Dollars.
SECTION.II PAYMENT OF TIIE SALE PRICE I l.0l The Sale Price payable by the Recipient to ITFC rvith respect to each Operation shall consist of the Purchase Price and a fixed mark-up of 5.50% (Five point Five Zero percent) per annum.

1 1.02 The Sale Price shall be repaid rvithin a period up to l2 (twelve) months from the date ofeach disbursement.
1 1.03 Ifany payment becomes due on a day on which banks are not officially open for business in the place where payment is to be effected by the Recipient to ITFC hereunder, such payment shall be made on the next following day in the same calendar month (if there is one) on which such banks are open for business or the preceding day on which such banks are open for business (if there is not).
I I .04 Ifthe Recipient shall fail to pay any Sale Price, or any part thereof, on the due date, the Recipient shall, (D in accordance with the Principles of Islamic Shariah, compensate ITFC for any loss, damage, reasonable actual costs and expenses (including, but not limited to, any legal, or collecting agent's costs and expenses) incuned by ITFC as a result ofdelay in payment to ITFC.
(ii) pay ITFC a late payment charge in respect ofthe overdue amount, the late payment charge shall be calculated and applied as a sum determined by ITFC after applying the formula indicated below: AXBXC 360 Where: "A" means the amount of such unpaid amount; "B" means 5.50o2 per annum; and "C" means the number of days from and including such due date to (and including) the date of actual payment (whether before or afterjudgment).
ITFC shall, after the deduction ofall actual costs and expenses incurred, pay any amount received pursuant to this Section to the ITFC Waqf Fund Account as follorvs: \$ Page l6 of 30 (a) The Documentary Collection date and reference nunrber and that it is subject to the URC (Latest Revision).

(b) The drarver and the drarvee ofthe bill ofexchange.

(c) Goods description and quantity.

(d) Origin of the Goods.

(e) Insurance cover.

(f) Collection amount.

(g) Details of shipment (date & Vessel name).


(h) Payment terms - D/P @ocuments against Payment) or D/A @ocuments against (D Delivery order from the Vessel's Agency.

Acceptance).

6.13 It is agreed by the Parties that the whole ofthe Approved Amountshallbe disbursed wirhin a period of 8 (eight) months from the date of first Disbursement.

Unless ITFC otherwise agrees, such part ofthe Approved Amount as may remain un-disbursed after the expiry of the period specified herein will be considered cancelled.
SECTION-7 PROMISE BY TIIE COMPAT{Y TO PURCHASE TIIE GOODS FROM ITFC 7.01 The Recipient undertakes to purchase the Goods from ITFC immediately upon taking delivery thereof(as provided in Section 5) on behallof ITFC on the Disbursement Date and on the terms specified in Section 7.02 to Section 20 of this Agreement.

7 .02 The Sale Contract shall be concluded by an exchange oftested telexes or fax messages as soon as the Goods are delivered as provided in Section 5.
The said exchange will consist ofan offer from the Recipient in the lorm provided in AppendixJ, and an acceptance from ITFC in the form pnivided in Appendix-ll.
7.03 If the Recipient fails to communicate with ITFC for the finalization of the conclusion of the Sale Contract after the Recipient has bought and taken delivery ofthe Goods on behalf of ITFC, the Recipient shall be liable to ITFC for any and all damages, costs, exp€nses and losses suffered by ITFC as a result of the breach ofthe Recipient's undertaking to conclude the Sale Contract in the manner indicated herein.
7.04 Upon conclusion ofthe Sale Contract,ITFC shallbe deemedto have fulfilled its obligation to deliver the Goods to the Recipient in accordance with the Sale Contract.
SECTION-E SALE PRICE PAYABLE TO ITFC 8.01 Each Sale Price payable by the Recipient to ITFC hereunder shall consist of the corresponding Purchase Price (plus any expenses or charges paid by ITFC in relation to the shipment including bank charges and insurance) and a mark-up rate of5.50% (Five point Five Zero percent) per annum at the value dates ofeach Disbursement.
The Sale Price shall be determined two Business Days prior to the Disbursement Date of the corresponding Purchase Price and shall be communicated to the Recipient on the date of such determination.

8.02 The mark-up amount will be computed from the Disbursement Date (inclusive) until due date ofthe Sale Price (exclusive).

N Page l5 of 30 .4d Account Name: A,/c, No: Bank Name: SWIFT Code: IBAN: ITFC WaqfFund Account 24tt50120215 Arab Banking Corporation (BS.C.
), Bahrain ABCOBHBMXXX BH58ABCOUS24l l50 t 2021 5 SECTION-T2 MANNER OF PAYMENT OF THE SALE PRICE 12.01 The Recipient shall pay each Sale Price to ITFC by telex or cable transfer to such bank account as ITFC shall speci!

to the Recipient, or in such other manner as ITFC may direct from time to time.
12.02 Without prejudice to the generality ofSection 12.01 hereof, all payments due hereunder shall be deemed to be duly paid rvhen the lollowing bank confirms to ITFC the receipt of such payment in ITFC's account with it: Account Name: IDB-ITFC Operations Account No.
: Bank Name: G866SINT60928000159153 Gulf Intemational Bank (UK) Limited One Knightsbridge, London SWIX 7XS United Kingdom SINTGB2L Swift Code: 12.03 All charges and expenses in connection with any payment by the Recipient to ITFC hereunder shall be paid by the Recipient.

12.04 All payments by the Recipient to ITFC hereunder shall be made without any set-off or counterclaim, free, and clear ofany Tax, charges, deductions or withholdings ofwhatever nature.
SECTION-T3 DELAY IN THE EXERCISE OF RIGHTS No failure, delay, forbearance or indulgence on the partofITFC, in exercising any right hereunder, shall operate as a waiver of, or impair, any such right unless given in writing.

No single or partial exercise of any such right shall preclude any other or further exercise thereof or the exercise of any other right or deemed a waiver ofany other right hereunder.
SECTION.I4 CANCELLATION AND SUSPENSION OF WHOLE OR PART OF TIIE APPROVED AMOIJNT Unless a commitment has been made with a third party by, or on behalf of, ITFC: 14.01 The Recipient mav request ITFC to cancel the Approved Amount or any part thereof subject to notice of l5 (fifteen) days prior to the date ofsuch cancellation and to the right for ITFC to be indemnified against actual damage and loss resulting from such cancellation.
14.02 ITFC may, by sending written notice to the Recipient, effective immediately on the date of sending either: (a) suspend the authority ofthe Recipient to purchase the Goods on behalfoflTFC; (b) suspend all or any undisbursed part of the Approved Amount.
Any such suspension will continue until notification in writing from ITFC to the Recipient ofthe end ofthe suspension or until ITFC cancels all or any undisbursed part of the Approved Amount which are subject to such suspension; or (c) cancel all or any undisbursed part ofthe Approved Amount.
\\ Page l7 of 30 /2>1> Upon the occurrence ofany ofthe follorving cases: (D Effective Date has not been achieved within 2 (two) months ofthe date ofthis Agreement; (ii) The Approved Amount has not been disbursed in fullrvithin 8 (eight) months from the first Disbursement date; (iiD An Event ofDefault has occurred; (iv) A Material Adverse Event has occumed; (u) A Market Disruption Event has occurred.
Payment ofthe Purchase Price by ITFC shall continue to be suspended in whole or in part, as the case may be, until the event or events which gave rise to such suspension shall have ceased to exist before the expiry ofthe time [imit indicated in Section 6.1I or until ITFC shall have notified the Recipient that the undertaking ofITFC to pay the Purchase Price has been restored, whichever is earlier, provided, however, that in the case ofany such notice of restoration, the undertaking to pay the Purchase Price shall be restored only to the extent and subject to the conditions specified in such notice, and no such notice shall affect or impair any right, power or remedy of ITFC in resp€ct of any other or subsequent event described in this Section.
rt (a) the undertaking to pay the Purchase Price shall have been suspended with respect to any part ofthe Approved Amount for a continuous period of30 (thirty) days or (b) at any time ITFC determines, after consultation with the Recipient, that any part ofthe Approved Amount will not be required to finance the Operation, ITFC may give notice to the Recipient terminating the undertaking by ITFC to disburse such part.

That part of the Approved Amount shall be considered cancelled upon delivery ofsuch notice.
The Recipient shall have no authority to make any commitment on behalf of ITFC subject to, and in accordance with, this Agreement after the date indicated in Section 14.03 hereof.

Cancellation ofthe Approved Amount or any part thereof under Section 14 hereofshall not affect any commitment made, obligations incuned or rights accrued validly and in accordance with the temrs and conditions of this Agreement prior to the date of cancellation.
14.03 14.04 14.05 SECTION-Ts REPRESENTATION, WARRANTIES AND COVENANT 15.01 The Recipient represents and warrants that: (a) all governmental authorizations and actions ofany kind necessary to authorize or required for the validity or enforceability of the obligations contemplated under this Agreement against the Recipient have been obtained or performed and are valid and subsisting in full force and effect.
(b) under the laws of the Republic of Sierra lrone in force at the date of this Agreement, the claims of ITFC against the Recipient under this Agreement will rank at least pari passu rvith the claims of all other unsecured creditors for any indebtedness of the Recipient; ,^'\ \\ Page l8 of 30 (c) (d) the concemed entity, department, or unit charged with servicing extemal debt has been instructed to make payment ofthe Sale Price installments on due dates: the Recipient shall not engage, and shall ensure that the Executing Agency does not engage, through any person acting on their behalf, in any Sanctionable Practices or Other Sanctionable Practices in connection rvith their business and operations, including the procurement or the execution of any contract relating to this Operation; (e) (0 there is no pending litigation, which may constitute a Material Adverse Event; there is no actual or threatened circumstances which shall constitute an Even of default or potential Event ofdefault; and (g) the Recipient shall not claim a right to immunity.
15.02 Each representation and warranty is deemed to be repeated by the Recipient on the date ol each Disbursement.

It is deemed to be made by reference to the circumstances existing at the time ofthe representation or warranty.
SECTION-I6 EVENTSOFDEFAI,]LT I6.01 Ifany ofthe events specified in this Section (Events ofDefault) shall have happened and be continuing, ITFC may, by notice to the Recipieng declare all the outstanding Sale Price(s) due, and the same shall immediately be, due and payable (anyhing in this Agreement notwithstanding) without any further notice: (a) any default by the Recipient shall have occurred in the payment ofany anrount due hereunder, or otherwise, to ITFC, and such default shall have continued for a period of l5 (fifteen) days.
(b) any delault other than the default specified in (a) above shall have occurred in the performance of any obligation ofthe Recipient and any such default shall have continued for a period of30 (thirty) days.
(c) any representation or warranty confirmed or made by the Recipient in connection with the execution and delivery of this Agreement, any document provided hereunder or in connection with any request for Disbursement hereunder, shall be found to have been incorrect in any material respect and shall continue to be incorrect for a period of30 (thirty) days after notice thereofshall have been given by ITFC to the Recipient.
(d) the Recipient shall have declared a moratorium upon its indebtedness or any suspension in its payment obligations to any third party.

(e) any provision ofthis Agreement becomes invalid or unenforceable.

(0 any event or circumstance shall have occuned, which ITFC believes might have a Material Adverse Evenr on the ability of the Recipient to perform or comply rvith its obligations hereunder.
(g) The Recipient or any person acting on is behalfcngage in Sanctionable Practices or other Sanctionable Practices in connection rvith its business and operations, including the procurement or the execution of any contract relating to the Operation.
(h) A Material Adverse Event has occurred.. \ Page 19 of30 />r11t\- t6.02 16.03 lf any Event of Default or any Potential Event of Default shall have happened, the Recipient shall immediately give ITFC notice thereof by telex or facsimile, specifying the nature of such Event of Default or Potential Event of Default and any steps the Recipient is taking to remedy the same.
No course of dealing, and no delay in exercising, or omission to exercise, any right, porver or remedy accruing to ITFC upon any Default hereunder or any other agreement shall impair any such right, power or remedy or be construed to be a rvaiver thereofor an acquiescence therein; nor shall the action of ITFC in respect ofany such Default, or any acquiescence by it therein, affect or impair any right, power or rernedy of ITFC in respect of any other default.
SECTION.IT INDEMNITY 17.01 (A) The Recipient hereby undertakes to indemniry ITFC (hereinafter referred to as "lndemnitee"), on a net after-tax basis (at the applicable local and foreign income tax rates) against, and agrees to protect, save and keep harmless, the Indemnitee from any, and all obligations, fees, liabilities, losses, damages, penalties, demands, actions, judgments and expenses, including reasonable legal fees and expenses (including such |egal fees and expenses incurred in connection with the enforcement ofthis Agreement), ofevery kind and nature whatsoever imposed on, incuned by, or asserted against an Indemnitee arising out of: (a) The Recipient's ownership, possession, use, documentation, removal, retum, or other applications or dispositions ofthe Goods, as may arise from: O (ii) (iii) any claims based on strict liability in tort or otherwise; (iv) any claims based on liability arising under the applicable any loss or damage to any property or death or injury to any person; latent defects in the Goods; environmental larvs or environmental approvals; (v) any claim regarding the Recipienls title to the Goods; (vi) any claim or dispute relating to any Purchase Contract or any Letter of Credit established pursuant to this Agreement.
the occurrence ofany Event ofDefault or any other failure on the part of the Recipient to perform or comply with any term of this Agreement, or any documen!

agreement or contract entered into in relation hereto or otherwise in relation to the Goods, but excluding any claim based upon any failure on the part of ITFC to comply with its obligations under this Agreement or any documen!
agreement or contract entered into by ITFC in relation hereto or otherwise in relation to the Goods; the receipt ofany payment fronr the Recipient otherlvise than on a due date therefore; or (b) (c) (d) any claims, encumbrances, security interests, and liens or legal processes regarding ITFC's title to or interest in the Goods.
(B) the Recipient shall give ITFC prornpt noticc ofany occurrence or condition knorvn to the Recipient as a consequence ofwhich an lndemnitee is or is reasonably likely to be entitled to indenrnification.
The inderlnification provided in Paragraph (A) and this Paragraph shall specifically apply to and include clairns or actions brouglrt by or on behalfof emplol,ees ofthe Recipient and the Recipient hereby exprcssly /)r> Page 20 of 30 ..\ \i waives, as against the lndemnitee, an)/ immun'tv to rvhich the Recipient might otherwise be entitled under any applicable larvs.
The Recipient shall promptly upon request by the Indemnitee (but in any event rvithin fifteen days of such request) reimburse the Indemnitee for amounts expended by it in connection with any of the loregoing or pay such amounts directly.

The Recipient shall be subrogated to the Indemnitee's rights in any matter with respect to which the Recipient has actually reirnbursed the Indemnitee lor amounts expended by it or has actually paid such amounts directly pursuant to Paragraph (A) or this Paragraph.
In case any action or proceeding is brought against an lndemnitee in connection with any indemnified claim, the Indemnitee rvill, after receipt of notice of the commencement of such action or proceeding, notiry the Recipient thereof, enclosing a copy ofall papers served upon the Indemnitee.
The Recipient may, and upon the Indemnitee's request, will resist and defend such action or proceeding at the Recipient's expense, or cause the same to be resisted or defended by counsel selected by the Recipient and reasonably satisfactory to the Indemnitee.

In the event ofany failure by the Recipient to do so, the Recipient shall pay all costs and expenses (including reasonable attomey's fees and expenses) incurred by the lndemnitee in connection with such action or proceeding.
Each Indemnitee reserves the right to request the insertion ofthe Recipient as a second defendant in any proceeding brought against such lndemnitee regardless ofwhether such claim is brought in connection with any indemnified claim so long as the claim is brought in connection with this Agreement.
(C) This Section shall survive the expiry or earlier termination ofthis Agreement and all documents, agreements and contracts entered inlo in relation hereto or othenvise in relation to the Coods that are expressly made for the benefit of, and are enforceable by, the Indemnitees.

17.02 If any sum due from the Recipient under this Agreement or any award.
order or judgment given or made in relation hereto has to be converted from the currency (the "first currency") in which the same is payable under this Agreement or under such award, order orjudgment into another currency (the ssecond cunency") for the purpose of: (a) making or filing a claim or proofagainst the Recipient; (b) obtaining an award, order orjudgment in any court or tribunal or (c) enforcing any arvard, order or judgment given or made in relation to this Agreement; The Recipient shall indemnifu and hold harmless the Indemnitee from and against any loss suffered as a result of any difference between: (i) the rate of exchange used for such purpose to covert the sum in question from the first currency into the second currency; and (ii) the rate or rates ofexchange at rvhich ITFC nray in the ordinary course ofbusiness purchase the first currency with the second currency upon receipt ofa sum paid to it in satisfaction, in whole or in part, ofany such arvard, order, judgment, claim or proof.
An),amount due from the Recipient under Section 17.02, shall be due as a separate debt, and shall not be affected byjudgment being obtained for any other sums due under or in respecl of this Agreement, and the tenn "rate of exchange" includes any premium and costs ofexchange payable in connection rvith the purchase ofthe first currency with the second currency.

Payments pursuant to the Recipient's obligations under this Section shall be made on demand.
\$ Page 2l of 30 ,':-'\- SECTION-I8 EFFECTI\'ENESS 18.01 This Agreement shall not be effective unless and until the Recipient fumishes ITFC, rvithin 2 (nvo) monrhs fronr the datc of signature of this Agrcement, rvirh a lull set of original documents as Iisted belos,: (a) Evidence that the execution and delivery of this Agreement on behalf of the Recipient have been duly authorized and/or ratified by the competent authorities ofthe Recipient; (b) Legal Opinion issued by dre authorized Legal Counsel ofthe Recipienr stating rhat the provisions of this Agreement constitute enforceablc binding obligations upon the Recipient substantially in the form provided in Appendix{Il; (c) Currency Repatriation Undertaking from the Central Bank of the Republic of Sierra Leone in the form provided in Appendix-lV; (d) Receipt ofthe list of officers with their specimen signatures from the Executing Agency certi!ing their names and true signatures as the authorized signatories to sign the Agreement, its- appendices and other related documents conceming disbursenrents: and (e) Evidence ofpayment ofthe Administrative Fees specified in Section 2.03.
18.02 The document(s) stated above is/are for thc solc bcncflt of ll'FC and may be rvaived by ITFC, in its sole discre tion, in whole or in part rvith or rvithout terms or conditions rvithout prejudicing the right of ITFC to assert the requirement ofsuch waived document(s) at a later date.
SECTION-I9 GOVERNINGLAW-SET'TLEMENTOFDISPTJTES 19.01 This Agreement shall be govemed by and be construed in accordance with the Principles ol Islamic Shariah as pronounced by the lslamic Fiqh Academy of the Organization of Islamic Conference and as set out in Shari'ah Standards published by the Accounting and Auditing Organization of Islamic Financial Institutions (AAOIFI).
19.02 Any dispute between the Parties to this Agreement and an),claim by any such Party against the other Party arising under this Agreement shall be submifted to an arbitration panel for final and binding decision in accordance with the rules and procedures ofthe Intemational Islamic Cenre for Reconciliation and Arbitration (IICRA), Dubai.
The arbitration rules and procedures of IICRA shall be in lieu ofany other procedure for the determination of disputes between the Parties to this Agreement or any claim by any Party against the other Party arising thereunder.

The English language shall be used throughout the arbitral proceedings and the resulting arvard shall be final, binding and en[orceable on thc parties.
19.03 The provisions lor arbitration set forth in Scction 19.02 shall be in lieu of any othcr procedure for the determination of disputes betrveen the parties to this Agrcement or any claim by any such party against any other such party arising under this Agreement.

19.04 Ifwithin 30 (Thirty) days after counterparts ofthe award shallbe delivered to the parties to the arbitration, the arvard shall not be complied rvith, any party to the arbitration nlay enter judgment upon.
or institute proceedinqs to enforce the award, in any court of competent jurisdiction against any other party.
may enforce such judgment by execution or may pursue any other appropriate rernedy against such other part), for the .\ enl'orcelneut ofthe arlard or the provisions oithis Asreerlren, 4.7\ Page 22 ol30 t9.05 19.06 19.07 Service ofany nolice or process in connection rvith any proceedings under this Section or in connection rvith any proceedings to enlorce any arlard rendered pursuant to this Section may be made in the manner provided in Section 20 of this Agreement.
The parlies to this Agreement rvaive any and all other requirements for the service of any such notice or process.
The Recipient hereby consents generally in respect of an1' legal action or proceedings arising out ofor in connection with this Agreement to the giving ofany relief or the issue ofany process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property rvhatsoever (irrespective of its use or intended use) ofany order, award orjudgment which may be made or given in such action or proceedings- To the extent that the Recipient may in any jurisdiction claim fior itself or its assets imrnunity from suit, execution.
attachment (whether in aid or execution, before award or judgment or othenvise) or other legal process or to the extent that in any such jurisdiction there rnay be attributed to itsellor its assets such immunity (rvliether or not claimed), the Recipient hereby irrevocably agrees not to claim and herebf irrevocably u'aives such immunity.
19.08 Notwithstanding the foregoing provisions ofthis Section 19.02, ITFC may institute legal proceedings in a court of larv in the Republic of Sierra Leone or any other jurisdiction at the absolute discretion of ITFC, if the Recipient fails to pay to ITFC any amount under this Agreement.

This provision is for the sole benefit of ITFC.

SECTION-2o NOTICESREQUESTS 20.01 Any notice or request required to be given or made under this Agreement to either party shall be in writing.
Such notice or request shall be deemed to have been duly given or made rvhen it shall be delivered by hand, mail, cable, telex, fax or authenticated SWIFT message to the address to whiah it is required or permitted to be given or made to such party at its address specified in Section 20.02 hereof or at such other address which such addressee shall have designated by notice to the party giving such notice or making such request.
20.02 For purposes ofSection 20.01 above, each party hereto has given its addresses as follows: For ITFC: P.O.

Box: 55335, Jeddah-21534 Kingdom of Saudi Arabia Tel: +966 12636 1400 Fax: +966 12637 1064 Email: itfc@isdb.org For the Recipicnt: Ministry of Finance and Economic Development Treasury Building, George Street.
Freetorvn, Sierra Leone Tel: +232 0 76lll 393 Fax: +232 22 228355 SECTION-2T ENTIREAGREEMENT This Agreement contains the entire agreement ofthe parties relating to the subject matter hereof and supersedes all oral statements and prior writingis with respect thereto, except the fax messages and correspondence specifically mentioned or relerrcd to hcrcin.
$ Page 23 of 30 ,,2,5;;' SECTION_22 I'RO\/ISIONSSE\'ERABLE Any term condition stipulation provision covcnant or undcrtaking of this Agreement rvhich is illegal, void, prohibited or unenforceable in anv jurisdiction shall as to such jurisdiction be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof and any such illegality, voidness, prohibition or unenforceability in anyjurisdiction shall not invalidate or render illegal, void or unenforceable any such term condition stipulation provision covenant or undertaking in any otherjurisdiction.
SECTION-23 SET-OFF Nothing in this Agreement shall be taken as negating or prejudicing any right of set-oif, debiting, combination, consolidation or merger ofaccounts and,/or Iien or other right to which ITF'C is at any time entitled (whether by operation of law, contract or otherwise) against the Recipient.

SECTION-24 CTJRR.ENCYANDCIJRRENCYIIYDEMNITY 24.01 The US Dollar is the sole currency ofaccount and payment for all sums payable by the Recipient under or in connection with this Agreement.
including damages.
24.02 Any arnount received or recovered in a cunency other than US Dollar (rvhether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the dissolution ofthe Recipient or othenvisc) by ITFC in respect ofany sum expressed to be due to it fronr the Rccipicnt under this Agreement shrll onll'constitutc a discharge to the Recipient to the eitent of the US Dollar amount which ITFC is able, in accordancr with its usual practice, to purchase with the amount so received or recovered in that other currency on the date ofthat receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).
24.03 Ifthe amount referred to in the above paragraph is less than the amount expressed to be due to ITFC under this Ageemen!

the Recipient shall indemnifu ITFC against any loss sustained by ITFC as a result.

In any event, the Recipient shall indernni!

ITFC against the cost of making an)' such purchase.
24.04 These indemnities constitute a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause ofaction, shalt apply irrespective ofany indulgence granted by ITFC and shall remain in full force and effect despite anyjudgment, order, claim or prooffor a liquidated amount in respect ofany sum due under this Agreement or anyjudgment or order.

No proofor evidence of any actual loss rnay be required.
SECTION-2s COSTSANDEXPENSES The Recipient shall upon notice from ITFC pay all fees, costs and expenses of, in connection with or incidental to this Agreement including but not limited to all stamp duties, registration fees, solicitors' fees (on a solicitor and client basis) and other taxes for, in connection rvith or incidental to the preparation, perfection and registration of this Agreement and perfection, enforcement and/or protection of ITFC's rights and powers hereunder and such other stamp duties, registration fees, solicitors' fees and other taxes to s'hich this Agrcement is or ma1'at any time be subject and in connection rvith any proceedines in respect of this Agreement or an1, jLrdgment given in connection herervith and shall indcmnifv ITFC against an1' liabilitics.
costs, claims and expenses resulting from any failure to pay or any delay in paying any such /*- \ Page 24 of 30 stamp duties.

registralion t'ees.

taxes and olhcr l'ees and expenses.

In thc event of an;- demand.

action and/or sLrit at larv in relation to this Agreerr.rent.

the Recipient shall, in addition to all sums rvhich the Recipicnt mav be called upon to pa)'to ITFC, pav ITFC's solicitors' fees (on a solicitor and client basis) and all other costs and expenses ofsuch demand, action or suit.
SECTION_26 PAYNIENTINGROSS AII monel's received from or on account ofthe Recipient or from anl other person or estate or from the realisation ofany security held by [-IFC or otherrvise lbr the purpose of being applied in reduction ofthe amounts due shall be treated for all purposes in gross and not as appropriated or attributable to any specific part or item of the said moneys even if appropriated thereto by the person otherrvise entitled so to appropriate.
ITFC may apply any such moneys in such manner as ITFC nray deem fit, in satisfaction, in *iiole or in part ofany spccific part or itcnt ofthe amounts duc in thc nranner provided in this Agreement.
SECTION-27 PAYMENTS WITTIOI.IT DEDUCTION All pa1'ments to be nradc b1' thc Rccipicnt hcreunder shall be nradc \ritlrout anv sct-off or counterclaim and free and clear of any restrictions or conditions and rvithout regard to any bilateral, multilateral or whatsoever payment or clearing agreement, and free and clear ofand without deduction for any taxes, levies, impost.
duties, charges, fees, deductions or withholdings ofany nature now or hereafter imposed by any competent governmental or other authority in the Republic of Sierra Leone or elsewhere.

lfthe Recipient is compelled by law or otherwise to deduct any such taxes, levies, imposts, duties.
charges or fees or to make any such deductions or s,ithholdings, the Rccipient shall pay such additional amounts as may be necessary in order that the net amounts reccived by ITFC hereunder after such deductions or rvithholdings shallequal the amounts rvhich ITFC sould have received had no such deductions or l'ithholdings been required to be rnade.
SECTION-28 MISCELLANEOUS 28.01 The headings in this Agreement are for convenience only and are not intended, and shall not be construed, to alter, limit, or enlarge in any rvay the scope or meaning ofthe language contained in this Agreement.

28.02 The Recitals and the Appendices form an integral part of this Agreement.
28.03 The person signing this Agreement on behalf of each Party hereby represents and warrants to the other Party that he or she has the requisite legal power and authority to execute this Agreement on behalf of the Party and bind the Party to the obligations herein.

28.04 This Agreement binds and benefits the respective successors and assignees of the Parties, provided that neither of them may assign this Agreement in whole or in part without the prior rvritten consent ofthe other.
28.05 This Agreenrent may be executed in several counterparls, each of *'hich is an original, but allofrvhich constitute the same agreernent.

28.06 The dateof this Agreement shall, forall purposes of this Agreement, be that appearing in the Preamble hereto.

s [END OF SECTIONS] Page 25 of 30 , an:- Execution Pagc IN WITNESSES WHEREOF, the Parties through their duly authorized representatives have signed this Agreement relating Operation No.
ITFC/ 1436/TF I /SL/0002 for Peffoleum Products in an amount not exceeding USD 10,000.000.00 (United States Dollars Ten Million) on date first written above.

FOR AND ON BEHALF OF REPUBLIC OF SIERRA LEONE {t FOR AND ON BEHALF OF INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION \+ S Eng.

l'lani Salem Sonbol Aating Chief I iecutiYe Otficet lntei n3tiooS!

Ttade finai,r"e Corpo, stion (ITFC) 'glamic /4rl') " Page 26 of 30 .\ppendir-l FOlt\l OF OFI[-lt rllo\I Tl{E ll.
[-Cll'll']\T [.fO DE PRINTED ON THE LEI-I'EI{I IEAD] I ntemational Islarric Trade Finance Corporation P.O.
Box:55335 Jeddah-21534 Kingdom of Saudi Arabia OFFER LETTEIT The Republic of Siena Leone (the Recipient), in conformit), u,ith the Murabaha Agreement (the Agreement) concluded benveen the lnternational Islamic Trade Finance Corporalion (ITFC) and the Recipient on _11_H Section-7 thereot offers to buy the shipment ofthe follorving Goods of\vhich the Recipient has (corresponding to _/_/_G), and in accordance rvith bought and inspected or procured the inspection thereofto its satisfaction and taken delivery on behalfofITFC, on the terms and conditions provided in Section 7.02 to Section 28 [inclusive] of the said Agreement: (D Quantityand.generaldescription: (iD Name and address ofSupplier: (iiD UC No.
(if any): (iv) Country of origin: (v) Delivery Date: (vi) Purchase Price: For and on behalfof' Republic of Sierra l*one Namel Titlel Signature N Page 27 of 30 />-;>- Appcndix-Il FORII OF ACCEPTANCE BY ITFC [TO BE PRINTED ON THE LETTERHEAD] Republic of S ierra Leonc ACCEPTANCE l'he Intemational Islamic Trade Finance Corporation (ITFC), in response to the Republic of Sierra Leone (the Recipient) Oller commr.rnicated through vour telcVfax number dated ......../_/_l{ (corresponding to ) ___l _C), accepts the oiler and hereby sells to the Recipient, on the terms and conditions provided for in Section 7.02 to Section 28 [inclusive] of the Agreement concluded betrveen ITFC and the Recipient on _IJ_H the following Goods (which the Recipient has bought and taken delivery of, on behalfof ITFC): (corresponding to ) _l_G), (i) ( ii) (iii) (iv) (v) (vi) (vii) (viii) Quantity and general description: Name and address of Supplier: UC No.
(if any): Country oforigin: Delivery Date: Purchase Pricc: Sale Price: Due Date of Sale Price: For and on behalfof lntemational Islamic Trade Finance Corporation Namel Titlel Signature ,/ty :,\ Page 28 ol' 30 ,\ppeldir-lll FOli.-Nl OF LEGAL OPINIO^- TO BE ISSUDI) l]\'1'llli r\U'IllOlllZED LEGAL COUNSEL OF I-HE T{ECIPIIiN'T ['O BE PROVIDED Oi.\'lllE LETI-l]t{l ll:ADl -frade Finance Corporation, lnternational Islamic P.O.

Box:55335 Jeddah-2 I 534.
Kingdonr of Saudi Arabia Dear Sirs- ln my capacity as the author ofthe Legal Opinion ofthe Republic of Sierra Leone, under the po$'ers vested in nrc trndcr thc larvs of the Republic of Sicrra Leonc, I hcrcby certif), that this document constitutes the Legal Opinion issued in relation to thc Nlurabaha Agrccr,lrcnt bct\\ ccn the Intemational Islarnic Trade Finance Corporation (ITFC) and the Republic ot Sierra Leone H ( _l__G) (lhe "Agreement") regarding (the Recipient) dated Operation No.lTFCll4j6nFl,SL/0002 for the purchase of a quantity of p€troleum products in an amounl not exceeding USS 10,000,000.00 (United States Dollars Ten Million) For the purpose of this Legal Opinion, I have examined, the Agreement; (D (ii) (iii) all laws, rules, regulations, orders, decrees and the like ofthe Republic ofSierra the authorization to enter into and sign the Agreement; Leone; and (iv) such other documents and instruments as I deemed necessary.
Accordingly, I arn of the <ipinion that the said Agreenrent signed lor and on behalf of the ofon Rcpublic of Sierra Lcone by /H(_1)_9' (a) has been duly authorized, executed, delivered and ratified in accordance rvith applicable governmental, corporate and/or legislative procedures; (b) does not violate any provision ofthe constitution, an1, larv, rule, regulation, order or decree ofthe Republic of Sierra Leone; and (c) constitute legal valid and binding obligations of the Republic of Sierra Leone enforceable against the Republic of Sierra Leone in accordance rvith its terms and conditions stipulated in the said Agreement.
(d) Unless, and until, I give ITFC notice of any change in this opinion before the disbursement of funds under this Agreement, you and 1'our Counscl nray rcll'on this opinion at all times from the date hereof to and including such disbursenrent as if this opinion were dated on and as ofthe day of, and delivered at.

each such time.

on ___!___..1_H (corresponding to ___l ) _C).


DONE at Yours truly, Signaturel Narrel Designation N Page 29 of 30 /'1 a\ Appeotlir-lV CURRENCYREPAIT'l'lA1'IONUND[,RTAKDiG lTo BE PROVTDED ON THE LETTERHEADI lnternational Islamic Trade Finance Corporetion P.O.

Box: 55335 Jeddah-21534 Kingdorn oi Saudi Arabia In consideration ofthe International Islanric Tradc Finance Corporation (ITFC).
in its capacity as the financier providing Murabaha Finarrcing to the Republicof Sierra Leone (the Recipient) in an approved amount of USD 10,000,000.00 (US Dollars Ten Million) for the purchase of Petroleunr Products (the Goods) or any part thereoC nraking available to the Recipient for purchases ofthe Goods in accordance rvith terms and conditions ofthe Murabaha Agreement made between ITFC and the Recipient on _J_l_H (the Agrccnrent), the Central Bank of Sierra Leone (the Central Bank), hereby inevocably and unconditionally undertakes to make available all US Dollar anrounts needed by the Recipient to rnake any and all payrnents due to ITFC fronr the Recipient undcr the Agreement, from time to tinre.
(corresponding to __J _l_G, This Undertaking shall become valid from the date hereof and shall continue in full force and effect until all amounts owed by the Recipient to ITFC under the Agreement shall have bcen paid in full in US Dollars.

This Undertaking shall be govemed by and be construed in accordance with the English Law in so t'ar as English Law is not contary to the Principles oilslamic Shari'ah.
If any provisions of English taw applicable to this Undertaking are contrary to the Principles of Islamic Shari'ah, the Principles of Islamic Shari'ah shall prevail.

Capitalized terms used and not othenvise defined herein shall have the meaning given in the Agreement.

For and on behalfof Central Bank of Sierra Leone Name: Titlc: \ Pagc 30 of 30 Yl u 3/v1 c { lr!

I lrl tt b