Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698844221788.pdf (Sierra Leone)
SAq 244 COTE D,IVoIRE-LIBERIA.SIERRA LEONE.GUINEA INTERCONNECTION PROJECT SUBSIDIARY LOAI\ AGREEMENT BETWEEN THE REPUBLIC OT SIERRA LEONE AND THE REGIONAL TRANSMISSION COMPANY OF c6Tr o'IvoIRE-LIBERTA-SIERRA LEoNE-GuINEE (TRAI\ISCO CLSG) IN RELATION TO THE LOAN AGREEMENT DATED 28tb oF NoVEMBER 2013 BETWEEN THE REPUBLIC OF SIERRA LEONE AND THE AFRICAN DEVELOPMENT FUND (ADF) (LOAN No:2 100150030095-505: I 4-5) Freetown, this.,...day of 2015 !

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].-VER HIII FRE[':' .-t--,_-': 0 This SUBSIDIARY LOAN AGREEMENT (hereinafter to be referred to as the On-lending Agreement) BET\\'EET-.
THE REPUBLICE OF SIERRA LEONE, represented by Dr. Kaifala MARAH, the Minister of Finance and Economic Development (Hereinafter refered to as the "GOVI,RIiMENT') AND OF THtr ONE HA}{D TIIE REGIONAL TRANSMISSION COMPAITY OF COTE D'IVOIRE.LIBERIA- SIERRA LEONE-GUINEA (TRANSCO CLSG), represented by Mr. Mohammed Mulibah SHERIT', 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 WHER-EAS, 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 ofthe local currency cost ofthe CLSG Transmission Interconnection Project ((hereinafter called the "Project"), described in Annex I of the Loan Agreement.
WIIEREAS, The Republic of Cote D'Ivoire, the Republic of Liberia 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 "GOVERi\MEN1") AND OF THE ONE HAIID TIIE REGIONAL TRANSNTIISSION COMPAITY OF COTE D'TVOIRE-LIBERIA.
SIERRA LEOIYE-GUII\IEA (TRANSCO CLSG), represented by Mr. Mohammed Mulibah SHERIF, the General Manager, (Hereinafter referred to as the 'TRANSCO CLSG') OF THE OTHER HAr\*D The GOVERNMENT and TRANSCO CLSC shall be collectively known as the "Parties" hereby: WITNESSETH WIIER-EAS, by the loar agreement (hereinafter called "the Loan Agreement") signed on 28th November, 201 3 between the GO\TERNMENT 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 @ourteen 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 "Projecf'), described in Annex I ofthe Loan Agreement.
WIIEREAS, The Republic of Cote D'lvoire, the Republic of Liberig the Republic of Sierra Leone and the Republic of Guinea (together the CLSG Member States) have jointly and severally agreed to enter into a Treaty for the Constnrction operation and Development ofthe CLSG Interconnection Line (hereinafter to be known as the Treaty), the purpose of which 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 hoject) has undertaken, to on-lend or make available to TRANSCO-CLSG, a Supranational Company denominated CLSG REGIONAL TRANSMISSION COMPANY, krown as TRANSCO-CLSG, charged with the implementation, management and operations of the Regional Government Electricity Project, the proceeds ofthe loan upon terms and conditions acceptable to the Fund, as provided for in the said Loan Agreement and to the satisfaction of the A{DB; 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 CLSC Member States, having supranational character, to implement the Project.
WIIEREAS, by Virtue of the Treaty, the CLSG Member States and the SPC have agreed to jointly and severally enter into an Intemational Project agreement to govem the implementation of the Projecu the FUND shall finance part of the costs of the Project by providing portion ofthe loan to TRANSCO-CLSG for the Regional electrification of parts of the four regional countries of Cote D'Ivoire, 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 Government 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 On-lending Agreement which stipulates that the funds disbursed to the GOVERNMENT bv the Fund will be on-lent to TRANSCO CLSG: NOW THEREFORE, The PARTIES hereto agreed as follows: ARTICLE I GENERAL REPRESENTATIONS ; DEFINTTIONS l.0l Unless the context requires otherwise, the terms defined in the Loan Agreement have the respective meaning herein set forth.
ARTICLE II ON - LEI{DING TERMS 2.01 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 aansmission line and substations.
2 2.02 The right of TRANSCO CLSG to withdraw the OnJent 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 of the [,oan Agreement.
2.03 TRANSCO CLSG shall not make uso of any amount of the loan to pay for expenditures inourred prior to frtlfilment of conditions precedent to initial disbursement, as follows : (r) 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 CLSG upon the terms and conditions acceptable to the Fund, to finance part of tho construction, operation and maintenance of the CLSG transmission line and substations ; (iD The State hosting TRANSCO CLSG Headquaters shall provide the Fund with evidence of: ratification of the Treaty by the CLSG Member States and evidence that the share capital for TRANSCO CLSG has been paid in full ; (iiD 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 of conditions 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 Qualifuing Expenditures ofthe Project in accordance with the Loan Agreement.

2.07 Currency ofrepayment ofthe Loa& 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 (European 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 of three quarters ofone percent (0,75%o) per annum 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, whioh 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 from the date of this Agreement, at the rate of one per cEnt (7W per annum from the eleventh (l lth) to the twentieth (20th) year inclusive and at the rate of three per cent (37o) per annum thereafter.
2.11 Dates of Payment-The principal ofthe Loan shall be repaid in equal and consecutive semi-annual installments the first of which shall be payable on l5th March or l5th September, whichever immediately follows the expiration ofthe 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 EXECUTION OF THE PROJECT 3.01 TRANSCO CLSG shall implement the hoject in accordance with the Loan Agreement and shall not assign, amend, abrogate or waive any ofthe provisions of the schedule without The Fund's prior written concurrence 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 repor!

within thirty (30) calendar days of the end ofeach quarter, and 4.02 TRANSCO CLSG shall prepare and furnish 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 financial 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 of reference 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 On-lending Agreement shall be procured in accordance with provisions of Article IX ofthe 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 its affairs in relation to the Project contrary to the provisions ofthis On-lending Agreement and any other related legal instrument, or b) TRANSCO CLSG applies the funds, or any part thereof, provided to the Project from 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 Projeot has been oompleted, and repayments of the total principal interest payable and any other appropriate charges have been paid in full by TRANSCO CLSG to the GOVERNMENT.
ARTICLE \III AMENDMENTS ; APLLICABLE LAW: SETTLEMENT OF DISPUTES 7.01 TRANSCO CLSG shall at all time refrain from any act or omission that may prejudice the obligations of the GOVERNME}JT 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 with this OnJending Agreement shall be settled amicably.
In absence of an 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 AIYD COMMT]NICATION 8.01 Any notice, consent or request required or permitted to be given or made under this Agreement to the COVERNMENT 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 GOVERNMENT: The Minister of Finance and Economic Development Ministry of Finance and Economic Development Treasury Building George Street Freetown Sierra Leone FOR THE TRANSCO CLSG : The General Manager TRANSCO CLSG 2Plateaux, ENA, Rue J9 28 BP 633 Abidjan 2E Abidjan, Republic of Cote d'lvoire.
IN WITNESS WHEREOF, the Panies hereto acting through their duly autlorized representatives have caused this Agreement to be sigrred in their respective names as of the day and l ear first above written.

SIGNED, SEALED AND DELTVERED FOR AND ON BEHALF OF THE GOVERITMENT OF THE REPUBLIC OF SIERRA LEONE BY : Dr. Kaifala MARRAH Minister of Finance and Economic Development SIGNATTIRE IN THE PRESENCE OF: (Name and title) SIGNATURE....
SIGNED, SEALED AND DELIVERED FOR AND ON BEHALF OF CLSG REGIONAL TRANSMISSION COMPAJ\TY GRANSCO CLSG) BY : Mohammed Mulibah SHERIF General Manager, TRANSCO CLSG SIGNATURE...
IN THE PRESENCE OF: Jigba Josephus YILLA Finance and Adminisration Manager SIGNATURE.......... 6 ANNEX Allocation ofthe Loan Categories of Expenditure UA Million No Category I I I I Works Total I Local Currency Costs 2.17 2.17 I Foreign Currency Costs 12.33 I I Total 14.50 I 12.33 14.50 7 I I I I a .. lN WI'fNESS WIIBIa.EOF, tlre Par(ics hercto actinB tlrrough tlrcir duly aullrorizecl represertatives have caused tlris Agreemert to lrc sigrred in tlruir respective narnes as of the slGNIit), sEAt,ED AND DELIvEI{Dt) tOll ANI) ON I'l.lllALF Oli.
',flIE COVBI{NMIIN"I' OF' I'IIE ITEPUI}LI('OT SIERI{A LEONIi I]Y: Dr. Kaifala MARAH M inister ol' Finance and Ecouc'n: ic DeveloprreDt SIGNAI URE lN f l ltr l'ltllsINr-'E Oi: (Name ttnd litle) SIGNA'r'l JIt11.

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]IIALI' GOVI'ITN]III'N'I' OII TIIIi ITEPUI}LI('OF SII.-III{A LEONE I]Y: OF.

-I'I I I Dr. Kaifala I'4ARAH Mittister trl' Finance and Ec<.rnc,nric Developnrcrl SIGNATURL-.

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