Section 118, Cap. 287

Every Director, Manager, officer and Auditor for the time being ofthe Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 313 of the Ordinance in which relief is granted to him by the court. Signatures, Names, Addresses and Descriptions of Subscribers. JESSE THORPE, Director of Commerce and Industry, Gloucester Street, TERENCE A. G. DENDY, Chartered Accountant, 27 Garrison Street, Dated this 5th day of June, 1959. Signatures, Names, Addresses and Descriptions of Witnesses. CHRISTIAN J. R. THOMAS, Assistant Commerce and Industry Officer, NICHOLAS J. A. COLE, 2nd Grade Clerk, Department of Commerce and Industry, ANNEXURE B. THIS AGREEMENT is made the Seventeenth day of August, 1959 BETWEEN MAURICE HENRY DORMAN KNIGHT COMMANDER OF THE MOST DISTINGUISHED ORDER OF SAINT MICHAEL AND SAINT GEORGE THE GOVERNOR OF SIERRA LEONE acting for and on behalf of the Government of Sierra Leone (hereinafter called " the Government") of the first part COLONIAL DEVELOPMENT CORPORA- TION whose head office is at 33 Hill Street in the County of London England (hereinafter called" the Corporation") of the second part and FREETOWN HOTEL LIMITED a Company incorporated in Sierra Leone (hereinafter called " the Company ") of the third part. A. The Company has an authorised capital at the date hereof of two hundred thousand pounds in the currency prescribed as legal tender in Sierra Leone divided into 75,000 "A" shares of one pound each (of which 50,000 paid up as to one shilling each have been issued and are registered in the name of the Corporation and the remainder are unissued) and 125,000 "B" shares of one pound each (of which 100,000 paid up as to one shilling each have been issued and are registered in the name of the Government and the remainder are unissued). B. The Government and the Corporation have procured the preparation of plans and specifications, and have entered into sundry agreements, in connection with the construction of an hotel on the land described in the First Schedule hereto. 0. The Company wishes to build the said hotel with all convenient speed and to adopt as its own the agreements referred to in the preceding recital. D. The Government intends to assist the Company in building the said hotel in manner hereinafter provided. E. After taking into account the assistance to be given to it by the Government the Company estimates that the cost of constructing furnishing and equipping the said hotel and of bringing it into operation as a going concern 3370 Cap. 287] Freetown Hotel Limited Agreement (Ratification) (including provision of working capital and provision for interest on indebtedness during construction) will not exceed the sum of four hundred thousand pounds. F. To help the Company to meet the said capital cost of four hundred thousand pounds the Government and the Corporation have agreed upon and subject to the terms and conditions of this Agreement to subscribe for shares and debentures issued or to be issued by the Company. NOW IT IS AGREED as follows- 1. In this Agreement unless the context otherwise requires- " the hotel " means the hotel to be built furnished and equipped in accordance with the plans and specifications mentioned in Recital B; " the Architect" means the architect or firm of architects from time to time employed by the Company to supervise the building of the hotel; " the site " means all that piece or parcel of land described in the First Schedule hereto; " Sierra Leone " means the Colony and Protectorate of Sierra Leone; and the symbol " £ " and the word " pounds " mean and refer to pounds sterling of the United Kingdom. 2. For the purpose mentioned in Recital D the Government shall at its own expense- (a) Vest in the Company the fee simple in possession free from all encumbrances of the Site; (b) Remove from the Site all buildings and temporary structures thereon and therein and clear the same to the satisfaction of the Architect; (c) Provide and connect and hereafter maintain in good condition and repair a water disposal pipe leading from the Hotel to the Harbour at Freetown in Sierra Leone, such water disposal pipe to be adequate for the needs of the Hotel; (d) Install on the Site in accordance with the requirements of the Architect and in a position chosen by him a 300 KVA electricity substation and connect the same to the main electricity supply; (e) Bear the cost (including the cost of travelling expenses) of the services of any resident architect and resident engineer nominated by the Architect to supervise on the Site the construction of the Hotel; (f) Use its best endeavours to procure the passing of such legislation and shall procure the taking of such other steps as may be requisite or desirable for the purpose of obtaining for the Company its members and the Corporation the exemptions and relief set out in the Second Schedule hereto; (g) Use its best endeavours to procure the granting to the Company of such approvals of the use of the Site for the Hotel and of the plans and specifications of the Hotel and to procure such waiving or amendment of bye-laws or rules as will enable the Company to construct the Hotel without delay, and in the most economical manner. 3. The Company shall make calls on its "B" shares and on its "A" shares at present registered in the respective names of the Government and the Corporation in such amounts and at such times as will enable it to meet its financial commitments as they fall due in connection with the building furnishing and equipping of the hotel: Provided always that no call shall be on the" A" shares at present registered in the name of the Corporation until the "B" shares at present registered in the name of the Government have been fully paid AND the Government and the Corporation mutually agree to pay punctually the calls made on the shares held by them respectively. 4. Subject to the Company first making the calls on its shares mentioned in Clause 3 and subject to the Government fulfilling the obligations undertaken by it in Clause 2 the Corporation shall advance to the Company in London sums of money not exceeding two hundred thousand pounds in the aggregate upon the terms and conditions of this Agreement. 5. The Company may call for payment of the said sum of two hundred thousand pounds or of any instalment thereof (being ten thousand pounds or a multiple thereof) by giving notice to the Corporation specifying the sterling amount required and the date (which shall not be less than 28 days after service of the notice) on which such amount is so required; and before the date specified in such notice the Corporation shall pay the amount specified in the notice to the Company in the manner hereinafter provided. 6. (1) As soon as may be but in any event not later than 28 days after the date of each advance made to the Company hereunder the Company shall issue and deliver to the Corporation one or more Debentures securing the advance in question in the form set out in the Third Schedule hereto bearing interest at the rate prescribed in Clause 7 and repayable in accordance with the terms and conditions endorsed on the said form of Debenture. (2) A single Debenture shall be issued in respect of every principal sum of ten thousand pounds advanced to the Company hereunder but so that all such Debentures (hereinafter referred to as " the Debentures ") shall rank in point of charge pari passu with each other. 7. (1) As from the date of payment to the Company of any advance hereunder the Company shall pay to the Corporation interest on the principal amount of such advance or on the balance thereof for the time being outstanding at a rate per annum which exceeds by one and a-half per cent the rate of interest which on the date of payment to the Company of the advance in question is or would be applicable to loans repayable at the expiration of fifteen years made to the Corporation by the Government of the United Kingdom under the Overseas Resources Development Act 1959 of the United Kingdom or any amendment or enactment replacing the same (ignoring any remission of interest under section 14 (2) of the said Act or under any other enactment) such interest to accrue de die in diem and to be paid on 30th day of June and 31st day of December in every year. (2) A Certificate given by or on behalf of any Secretary of State or Minister of the United Kingdom as to the last mentioned rate of interest at any particular date or dates shall be conclusive and binding upon all parties to and persons claiming under this Agreement. 8. The Company shall apply such advances exclusively towards payment of the cost of constructing furnishing and equipping the hotel and operating the same as a going concern. 3372 Cap. 287] Freetown Hotel Limited Agreement (Ratification) 9. So long as any advance made to the Company hereunder is outstanding the Company shall- (a) Submit to the Corporation quarterly accounts relating to the Company and within two calendar months of the completion of each annual audit deliver to the Corporation two copies of the audited accounts of the Company. (b) Furnish the Corporation with such full and up to date information as the Corporation may from time to time reasonably require relating to the state and progress of the construction furnishing equipment management and business of the hotel. 10. (1) If and whenever the Company shall make default in the payment of any sum due to the Corporation under this Agreement or under the Debentures to be issued to the Corporation pursuant to Clause 6 the Government shall be liable to pay the amount thereof to the Corporation at the expiration of fifteen days after the Corporation shall have demanded in writing payment thereof from the Company. (2) The liability of the Government shall be as a primary obligor and not merely as a surety and shall not be impaired or discharged by reason of any time or other indulgence granted by the Corporation to the Company or by reason of any arrangement entered into or composition .accepted by the Corporation modifying (by operation of law or otherwise) the rights and remedies of the Corporation under this Agreement or under the said Debentures to be issued to the Corporation pursuant to Clause 6. (3) The guarantee hereby created shall continue until all the advances made to the Company by the Corporation hereunder shall have been repaid together with all interest thereon. (4) Upon being so requested by the Corporation (but not otherwise) the Government will execute on any Debenture issued to the Corporation pursuant to Clause 6 the guarantee endorsed thereon such guarantee to be worded in the manner appearing in the form of Debenture set out in the Third Schedule hereto. 11. (1) The Government and the Corporation will provide in equal shares the additional finance needed by the Company to meet so much of the cost referred to in Recital E as exceeds the sum of three hundred and fifty thousand pounds provided always that the liability of the Government under this Clause shall be limited in amount to twenty five thousand pounds and the Corporation's liability shall be limited to the like amount. (2) The provision of such additional finance in the case of the Government shall take the form of the subscription by it and the allotment to it at par of fully paid "B" shares of one pound each in the capital of the Company and in the case of the Corporation shall take the form of the subscription by it and the allotment to it at par of fully paid "A" shares of one pound each in the capital of the Company. (3) Within fourteen days of receiving notice in writing from the Company of any shares allotted pursuant to this Clause the Government shall pay the subscription moneys due in respect of the "B" shares so allotted and the Corporation shall pay the subscription moneys due in respect of the "A" shares so allotted. (4) The company shall not allot any shares pursuant to this Clause until it has drawn from the Corporation advances which in the aggregate amount to the said sum of two hundred thousand pounds hereinbefore agreed to be lent by the Corporation nor shall the Company allot any such shares except for the purpose of meeting its immediate cash requirements as they arise in the course of defraying the said cost referred to in Recital E. (5) Subject to the foregoing the Company shall so allot its shares pursuant to this Clause that the number of "A" shares for the time being issued pursuant to this Clause shall always equal the number of "B" shares for the time being issued pursuant to this Clause. 12. The Corporation shall pay in London each sum of money payable by it to the Company hereunder (whether pursuant to Clause 5 or Clause 11 or pursuant to any call made on the Company's shares at present registered in the Corporation's name) by placing the same when payment falls due to the credit of an account in the Company's name in the books of the Corporation; and the Corporation shall hold the amount for the time being standing to the Company's credit in such account to the order of the Company. 13. Notwithstanding anything hereinbefore contained the obligation of the Corporation hereunder to advance moneys to the Company and the obligations of respectively the Government and the Corporation mentioned in Clause 11 shall cease- (a) upon the expiry of five years from the date hereof; or (b) upon the happening of any one or more of the events specified in Condition 4 endorsed on the form of Debenture set out in the Third Schedule hereto ; or (c) upon the cessation and determination of an Agreement (with the exception of the provisions of Clause 5 thereof) dated ............................................... . 1959 and made between the Government of the one part and the Corporation of the other part, consequent upon the legislation referred to in such Agreement not having been enacted within the time thereby limited. 14. (1) If as a result of any decision of any body empowered by any ordinance statutory regulation order or other instrument to regulate wages in any trade or industry any variation occurs in the minimum rates of wages or allowances (including holiday allowances) in any trade or industry and if in consequence of any such variation the price payable by the employer named in the Building Contract referred to in the Fourth Schedule hereto is increased then the Government alone shall bear the amount of such increase. (2) If the Government shall authorise with the approval of the Company any variation in the specifications or bills of quantities which form part of the said building contract for the purpose of improving the internal or external appearance of the Hotel and the Corporation shall object in writing to such variation upon the ground that the price payable under the said building contract will be increased thereby the Government alone shall bear the amount of any such increase in price. 15. (1) Subject as hereinafter provided the Company adopts the agreements made by the Government and the Corporation or by either of them in connection with the building of an hotel on the Site (brief Particulars of which agreements are set out in the Fourth Schedule hereto) to the intent that S.L.-VoL. V-45 3374 Cap. 287] Freetown Hotel Limited Agreement (Ratification) such agreements shall be binding on the Company and shall take effect in all respects as if such agreements had been made by the Government or the Corporation on behalf of the Company and as if the Company had been in existence when such agreements were respectively made and had by these presents ratified the same. (2) The Company undertakes to indemnify the Government and the Corporation and each of them and their respective successors in title in respect of all liability costs claims and expenses arising or payable under or by reason of such agreements. (3) The Government and the Corporation respectively agree with the Company and with each other henceforth to hold their respective rights and powers arising under such agreements as bare trustees for the Company. (4) Notwithstanding anything hereinbefore contained the Company shall not be liable to pay any such increase in price as is mentioned in Clause 14 nor the cost of the services of any such resident architect or resident engineer as is mentioned in paragraph (e) of Clause 2 nor shall the Company's foregoing indemnity extend thereto. 16. The Company shall reimburse the Government and the Corporation respectively in respect of all legal costs and expenses (including stamp duties) incurred by them in connection with the preparation execution and carrying into effect of this Agreement and shall pay all costs charges and expenses (including stamp duties) arising out of or incidental to the creation issue and registration of the Debentures. 17. All principal moneys interest and other moneys here by agreed to be paid to the Corporation by the Company shall be paid to the Corporation at its Head Office in London in pounds free of all commission exchange and other costs of transfer : Provided always that the Corporation shall be at liberty from time to time by notice to the Company to require payment to be made at such place in Sierra Leone or in the Federation of Nigeria as the Corporation may prescribe instead of in London. 18. Any notice to be given pursuant to the provisions of this Agreement or of the Debentures shall be in writing and may be given by sending the same in a registered letter by ordinary post or by air mail (where such a service is available) addressed to the party concerned and every such notice shall be deemed to be served when it would reach the party concerned in the ordinary course of post. 19. The Governor shall not nor shall any Government Officer be in any way personally liable for any default or omission in the observance or performance of any obligation hereby undertaken by the Government. 20. This Agreement shall be construed and have effect in accordance with the laws of Sierra Leone. AS WITNESS the hands of the said Governor of Sierra Leone and the duly authorised representative of the Corporation. THE FIRST SCHEDULE hereinbefore referred to Particulars of freehold property referred to in Clause 1 FREETOWN GOVERNMENT AVENUE, PRICE STREET AND FORT STREET SITE FOR HOTEL.