Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698844196488.pdf (Sierra Leone)
Ac" 1-oa Government of Sierra Leone CLSGINTERCONNECTION On Lendini.f Agreement b€tween The Republir: of Sierra Leone and CLSG Regional Tr: rrsmission Company T LI8.

R.LIAMEN ,.

'r$jE R HIII.
fREE i "^ T<g on 2015 2015 orfrrolo*n ry" At - /0- ,44 This onJending Agreement (hereinalter called "the On-lendi.qg Agreement") is made on the ......day of.......-............2014 between Govemment of Sierra Leone (hereinafter called 'the Govemment").represented b-v the Ministry of Finance and Economic Development, of the first part, and Cl, iG Reeional Transmissinn Ccnpur;' {he;ci;aft;i' ;alio.i ''TRiinSl r, r t \!-;",\, : Supranalic^-.ai .loiirparryesrabiisireo try the CLSG Treaty and having its registered office at in C6ted'Ivoire c the second part.
A By the finance contract (hereinafter called "the Finance Contract'') signed on l0e December 2012 between th( Govemment and European lnvestment Bank (hereinafter called "EIB"), EIB has agreed tr, make available to the Government a Credit in an amount equivalent to EUR 75,000,00C (seventy-five million Euros) to assist in financing the CLSG Transmission Interconnection I'roject (hereinafter called the "Projecf'), described in Schedule A to the Finance Contr;rct; B.
Under Recital(l) and Arrrcle 6.05 ofthe Finance Contract, the Government agreed to cause the Project to be car:ied out by TITANSCO CLSG in accordance with the provisions of the Project Agreealent dated 22 October 2014 between the Governn'ent, TRANSCO CLSG and EIB wherein the terms and conditions under which the Project ls to be implemented by TRANSCO CLSG are set out(hereinafter the "Project Ageement"); C Under Article 6.04 of the Finance Contract, the Government has agreed to make available to TRANSCO CLSG thr funds comprising the EIB Credit towards the cost of the implementation of the Project irr the form of an On-lending Agreement which stipulates that the funds disbursed to the Go-;emment by EIB will be on-lent to TRANSCO CLSG on the same financial terms and conditions; D Pursuant toArticle 1.02 'rf the Project Agreement between the Govemrnelt, TRANSCO CLSG and EIB, T.{,ANSCC CLSG agrees to carry out the Project in accordance with the Technical Ce scription as may be modified from time to time with iiie approval of EIB, and complete it i 1,the final date specified therein- NOW TIIEREFORE tht: parties hereby agree as follows: AE'TICLE I GEIYERAL REPRESEI{TATIONS; DEFIMTIONS' 1.0I The General Representations as detlned in Article I .
l6 of the Project Agreement Constitute an inte$al part of this C 'r' lending Agreement.
1.02 Unless the context requ[es other*' r;e, the terms defined in the Finance Contract (a copy cf which has been provided to TRANSCO (ILSG by the Governmenl) and the Project Agreemenl have the resp€ctive meaning therein set frrth, and the following additioral terms shall have the following meaning: "Project Account"means the accounl tl be opened by TRANSCO CLSG in a reputable commercial bank into which all funds ftorn the Credit shall be paid and out of which paymentt shall be made in respect of approved experrditures of the Project.
The Project Account shali tx used exclusively for the Project.

I I "Subsidiary Loan Account" means the derailed saasaction information in respect of this On- Iending Agreement which is maintained in the subsidiary ledger to the corresponding control account in the Government of Sierra Leone.

's general ledger.
's general ledger.

ON -LENDING TERMS AR1'ICLE TI 2.01 fie Govemment hereby agrees to m:ke available as a loan, the funds made available to it by the EIB pursuant to the Finance Contract on the same terms and conditions as set forth or refened to in the FinanceContract.
The loan amount is equivalent to EUR 75,000,000 (seventy five million Euros) (the "On-lent Loan") to assist in financing the project described in schedule A ofthe Finance Contract and in accordance with the Project execution arrangements set forth in the scheduleA of the Project Agreement in respect of activities as may be appropriate.
The On-lent loan shall comprise the aggregate amount o,'iranches disbursed by EIB under the Finance Contract to the Project Account as stated under Articl( l ofthe Finance Contract.
2.02 The right of TRANSCO CLSG to wi,hdraw the On-lent Loan funds shall be subject to the right of the Government to withdraw the fun,ls, whic:r is in accordance with Articles 1.02, 1.03 and 1.04 ofthe Finance Contract 2.03 The Govemment shall, upon the sigr:ng of this OnJending Agreement, open a Subsidiary' Loan Account in its books in the name of "RANSCO CLSG for the purpose of this On-lending Agreement.

2.04 TRANSCO ClSGShallinform the Ci,vemment of all applications for disbursement made to EIB.
The Govemment is at liberty to seek clarification from TRANSCO CLSG on ali disbursements at any given time in addition r(' quarterly disbursement report that shall be provideci to the CLSG Implementation Committee.

2.05 The funds of this On-lending Agreement shall be exclusively applied to financing the Qualifuing Expenditures of the Project in accordance with the Finance Contract and Project Agreement.
2.06 Currency of Tranches repayment, i;rlerest payable and other charges in respect of each tranche, or any other required payments, shall be made by TRANSCO CLSG to the Government in USD.

2.07 Immediately following receipt by th: Govemment of the amortization tables issued by EIB rvithin l0 days following disbursement ofeaih Tranche, the Government shall issue to TRANSCO CLSG a corresponding amortization table fo- adoption by TRANSCO CLSG that is a duplicate o:1 that issued by EIB for each Tranche.
2.08 Interest payments to the Govemr(::rit by TRANSCO CLSGShall be scheduled and calculated using the same terms that are set ( n irr Articles 3 ofthe Finance Contract.

The interesi rate shall be 1.95%o (one point ninety five I :r cent.)

The tenor of the On-lent Loan shall be 25 (twenty-five) years.
2.09 Repayment of Tranches by TRANSUO CLSG to the Govemment shall be scheduled and calculated using the same terms that are s€t o:It in Article 4 ofthe Finance Contract '' r /r- # T.RTICLE Itr EXECU'] 'ON OF TTIE PROJECT 3.01 TRANSCO CLSG shall implemeri the Project in accordarce with the Project Agreement and shall not assign, amend, abrogate or * t ive any of the provisrons of the schedule without EIB's prior *ritten concurrence if any such amerdments or waiver may, in the opinion of EIB, materially or adversely affect the implementation of tjle project.
3.02 TRANSCO CLSG Shall comply with all its obligations under the Project Agreement DOCIJMENTS; INFORMATIO]\ REPORTS A'TTICLE IV 4.01 TRANSCO CLSG declares its coramitments to the objectives of the Project as set forth in schedule Aof the Finance Contract and tc this end, shall carry out the Project; ensure that all records (contracts, orders, invoices, bills re,:eipts and other documents) evidencing expenditures are retained until a minimum of two years afte'rhe Closing Date; and enable the representatives ofthe Govemment and /or EIB to examine such r' :ords.
4.02 TRANSCO CLSG and /or the Gov:mment shall deliver to EIB all information conceming the hoject as specified in Article 2.01 of t Le Project Agreement.

4.03 TRANSCO CLSG shatl deliver to IllB all document and information conceming NPA a.s specified in Article 2.02(a) of the Prolr':t Agreement, and inform EIB immediately of all information as specified in Article 2.02(b) ot'rhe Project Ageement.
4.04 TRANSCO CLSG shall provide to all stakeholders, including the Govemment and Ets, all structured reports as specified in Schedule A.2 oftheProject Contract.

AP.

'IICLfS V PRO('URIMEI(T 5.01 Procurement of the goods, works aod consultants' services required for the Project and to be financed out of the funds of the On-lencing Agreement shall be procured in accordance wittt provisions of Section I .04 ofthe Project Ag.':ement.

AR ]'ICLf, V EFFECTIVE DATE; TEP.
\4; SUSPENSION; TER.IVIINATION 6.01 This On-lending Agreement shall crrrrre into force and effect on the date upon which both the Finance Contract and the Project Agre€iment become effective, notwithstanding the date of signature of this agreement I il^\ AT, ; I.RTICLE III EXECUI IION OF THE PROJECT 3,01 TRANSCO CLSG shall implemer:; the Project in accordance with the Project Agreement and shall not assign, amend, abrogate or waive any of the provisions ofthe schedule without EIB's prior u,ritten concurrence if any such amer dments or waiver may.
in the opinion of EIB, materially or adversely affect the inrplementation of trre project.
3.02 TRANSCO CLSC Shall comply with all its obligations under the Project Agreement DOCUMENTS: INFORMATIO'\ RIPORTS A]].TICLE IV 4.01 TRANSCO CLSG declares its conlmitments to the objectives of the Project as set forth in schedule Aof the Finance Contract and tJ this end, shall carry out the Project; ensure that all records (contracts, orders, ilvoices, bills re,:eipts and other documents) evidencing exp€ndinres are retained until a minimum of two years afte: rhe Closing Date; and enable the representatives of the Government and /or EIB to examine such r,.:ords.
4.02 TRANSCO CLSG and /or the Gov:rnment shall deliver to EIB all information conceming the Project as specified in Article 2.01 oft Le Project Agreement.

4.03 TRANSCO CLSG shall deliver to llIB all document and information concerning NPA as specified in Article 2.02(a) of the ProJr:it Agreement, and inform EIB immediately of ali information as specified in Article 2.02(b) of the Project Agreement.
4.04 TRANSCO CLSG shall provide to all stakeholders, including the Government and EIB, al1 structured reports as specified in Schedule A\.2 oftheProject Contract.

AF.

TICLES \i PRO('I,'REMENT 5.01 Procurement ofthe goods, works a4d consultants' services required for the Project and to be financed out of the funds of the OnJerding Agreement shall be procured in accordance with provisions of Section I.04 ofthe Project Ag .

:ement.

ARIICLE V EFFECTTVE DATE; TEP.


\4; SUSPENSION; TERMINATION 6.01 This On-lending Agreement shall cr)ftre into force and effect on the date upon which both the Finance Contract and the Project Agreement become effective, notwithstanding the date of signature of this agreement.
{ t\- b 6.42 The Gcvemment may srrspend iiis'oursement to TRANSCO CLSG or ask for immediate repayment ofthe On-lent t oan if: a) b) TRANSCO CLSG conducts its affairs in relation to the Project contr-ary to the provisions of this On-lending Agrcement and any other related legal instrument , or TRANSCO CLSG applies the funds, or any part thereof provided to the Project from any source to activitief not directly connected to the project or is in breach of the Project Ageement.
6.03 This On-lending Agreement shall tr,rminate if and when the entire amount of the On-lent Credit has been disbursed, the Project has oeen completed, and repayments of the total principal interest payable and any other appropriate charges have peed paid in full by TRANSCO CLSG to Govemment.
6.04 Without limitations upon the provisions of Article 7.03 of the Agreement, to the extent that there are obligations of TRANSCO CLSG arising out ofthe Govemment's pursuant to the Finance Contract, such same obligations on TI(AN.SCO CLSG as providedhereunder shall terminate at the same time as those obligations of the Govemment arising there under.
6.05 The term of validity ofthis Agreement shall be consistent with the latest date ofrepayment of the Tranches as specified in the Finance Contract Article 4.01A(bxiii), that is not later than twenty (20) years fiom the last Scheduled Disbursement Date .

A}TTICLE \rII AMENIDMENTS; SET,TLEMENT OF DISPUTES; APPLICABLE LAW 7.01 TRANSCO CLSG shall at all time ',:frain from any act or omission that may prejudice the obligations ofthe Govemment under the Fir"rnce contract.
7.02 No amendment or addition to this l)n-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 No delay in exercising or the non -- exercise by the Government of any of its rights under this On-lending Agreement shall be regarded as a waiver or such rights.

7.04 This Agreement shall be governed Dy and constructed in all respect in accordance with the Laws ofthe Republic of Sierra Leone.
Any claim or dispute whatsoever arising in connection with this On-lending Agreement shall be settkr!

amicably.ln absence of an amicable settlement the dispute shall be settled by arbitration at the ioowas Court ofJustice in Abuja, Republic of Nigeria.
ARTICLf, VIII NOTICES AIiD COMMTINICATION 8.01 Any notice, consent or request rerluired or permitted to be given or made under this subsidiary Agreement to the Govemment r TRANSCO CLSG shall be in writing and shall be deemed to have been duly given or maoe r,hen delivered to the following addresses or other such t n, t q place or addresses or other such place or a,ldress€s as either party to this subsidiary Agreement shall designate by notice in writing to the other party.
8.02 The following addresses are specified for the purpose ofthis agreement: FOR TIIE GO}'ERNMENT: The Minister of Finance and Economir.

Development Ministry of Finance and Economic Devel6p6.o, Treasury Building George Street Freetown Sierra Leone FOR TTIE TRANSCO CLSG: The General Manager, TRANSCO CLSG 2 Plateaux, ENA, Rue J9 28 BP 633 ABIDJAN 28 ABIDJAII, Republic of C6te d'Ivoire.
IN WIThIESS WHEREOF, the parties heriio acting through their duly authorized representatives have caused this agreement to be signed in their respective names as ofthe day and year first above written.
SIGNED, SEALED AND DELTVERED FOR AND ON BEHALF OF THE GO\'ERI{MENT' OF THE REPUBLIC OF SIERRA EONE BY: Dr Kaifala Marah SIGNATURE Minister of Finance and Economic Devr:lopment IN THE PRESENCE OF: Mr Edmund Koroma SIGNATURETz:, Financial Secretary, Ministry of Financ,: ATTESTED TO BY Mr. Franklyn Bai Kargbo Signature Attorney General and Minister of Justir:e i( c Development C REPUE(IC OF SIESRI Lt0il q SIGNED, SEALED AND DELI!
'ERED FOR OR ON BEIIALF OF TRANSMISSION COMPAT{Y (TRANSCO CLSG) BY: MR.MohammedMulibahSHERIF General Manager,TRANSCO CLSG IN T}IE PRESENCE OF: MR Etienne BAILLY...... SIGNATURE Project Implementation Unit Director ATTESTED TO BY SIGNATLiRE A \_v I IONAL t) MRKaramoko Alpha BARRY....... S ignature Legal Representative, TRANSCO CLSG o cLs G I< + i, lre -jtl '811 lllll INA ulihol Vf{tl['