Third Schedule., Cap. 287

hereinbefore referred to Form of Debenture referred to in Clause 6 (1) FREETOWN HOTEL LIMITED DEBENTURE. Issued under the authority of Article .................. of the Articles of Association of the Company and of a Resolution of Directors dated the ...................................................... day of ............................................................ 19 ............ . 1. Freetown Hotel Limited (hereinafter called" the Company") hereby acknowledges that it is indebted to Colonial Development Corporation whose head office is at 33 Hill Street in the City of Westminster (hereinafter called " the Corporation " which expression where the context so admits includes its successors in title) or other the Registered Holder hereof in the principal sum of ten thousand pounds advanced by the Corporation to the Company. 2. The Company will repay to the Registered Holder the said principal sum as and when the same shall become repayable in accordance with the conditions endorsed hereon and in the meantime and until such payment shall pay to the Registered Holder in accordance with the conditions endorsed hereon interest on the said principal sum or on so much thereof as shall for the time being be outstanding at the rate of... ............... per centum per annum calculated from the .............................. day of.............................. being the date on which the same was advanced. 3. (1) The Company as beneficial owner hereby charges with the payment and discharge of all moneys and liabilities intended to be hereby secured (including any charges and expenses arising out of or in connection with the acts authorised by the conditions endorsed hereon) all its undertaking goodwill and other property whatsoever and wheresoever both present and future including its uncalled capital for the time being (hereinafter referred to as "the mortgaged premises"). (2) The Company shall not without the consent of the Registered Holder create any further mortgage or charge on any of the property or assets ranking in priority to or pari passu with the charge hereby created EXCEPT that if so required by the Corporation the Company shall do all deeds documents and things which shall be necessary for giving by way of further security for payment of the principal and other moneys and interest secured by this series of debentures a valid and specific legal mortgage or charge over the freehold property described in the First Schedule to the Loan Agreement (hereinafter mentioned) and over all the buildings fixtures and fixed plant and machinery thereon such mortgage or charge to be executed in favour of two persons appointed by the Corporation as trustees for all the Registered Holders for the time being of the outstanding Debentures of this series. (3) During the continuance of this security the Company shall- (a) In accordance with sound commercial practice insure in an office to be approved by the Corporation such parts of its property as are liable to and insurable against loss or damage by fire lighting full explosion aircraft and other aerial devices or articles dropped therefrom storm tempest windstorm earthquake fire and shock riots strikes malicious damage and all water damage and if so requested by the Registered Holder shall produce to the Registered Holder the receipt for the current premiums within fourteen days after their becoming due and payable failing which the Registered Holder may at the expense of the Company effect or renew any such assurance which shall seem to the Registered Holder to accord with such practice. (b) Keep all the property hereby charged in good and proper repair. (c) Not alter the character of the business carried on by the Company nor dispose of or discontinue the whole or any part of its business without the prior written consent of the Registered Holders of three-quarters in value of the outstanding Debentures of this series. (d) Not sell dispose of let or otherwise part with possession of the freehold property and buildings (or any part thereof) referred to in the preceding sub-clause of this Clause without the prior written consent of the Registered Holders of three-quarters in value of the outstanding Debentures of this series. 4. In this Debenture and the Conditions endorsed hereon the symbol " £ " and the word " pounds " shall mean and refer to pounds sterling of the United Kingdom. 5. This Debenture is issued subject to and with the benefit of the Conditions endorsed hereon which are deemed to be part of it. GIVEN under the Common Seal of the Company this .............................. day o£. ......................................... 19............ . The Common Seal of FREETOWN HOTEL LIMITED was hereunto affixed in the presence of- Director ........................................................... . Secretary ............................................................ THE CONDITIONS WITHIN REFERRED TO. This Debenture is one of a series of twenty debentures for securing principal sums not exceeding in the aggregate two hundred thousand pounds created and issued by the Company in favour of the Corporation pursuant to the terms of an Agreement (herein called " the Loan Agreement ") dated the .............................. day of. ............................. and made between the Government of Sierra Leone of the first part the Corporation of the second part and the Company of the third part. The Debentures of the said series will all rank pari passu in point of security as a mortgage or charge on the mortgaged premises 3378 Cap. 287] Freetown Hotel Limited Agreement (Ratification) without any preference or priority one over another irrespective of the respective dates of the creation and issue thereof. 2. The Company shall pay to the Registered Holder interest at the rate oL ............... per cent per annum on the principal moneys hereby secured and for the time being outstanding such interest to accrue de die in diem and to be payable half yearly on the 30th day of June and the 31st day of December in each year. 3. The principal moneys hereby secured shall be repaid by the Company by twenty semi-annual instalments beginning on the 31st day of December, 1964 and the Company shall accordingly pay such an instalment on that date and on the 30th day of June and the 31st day of December in each succeeding year until the whole of such principal moneys shall have been repaid. The amount of each semi-annual instalment of principal moneys shall be calculated so that the aggregate total amount of each semi-annual instalment and the interest payable pursuant to the last preceding condition in respect of the period of six months ending on the date when the instalment of principal in question falls due shall be the same in every case. 4. The principal moneys hereby secured shall immediately become repayable- (a) If the Company shall make default for a period of two months in the payment of any interest secured by any of the Debentures issued pursuant to the Loan Agreement or shall make default in repayment of any instalment of any principal moneys secured by any of the Debentures so issued and the Registered Holder by notice in writing calls in the principal moneys hereby secured or (b) If an order is made or an effective resolution is passed for the winding up of the Company or (c) If a distress or execution is levied or sued out against any property of the Company and is not paid out or discharged within seven days or (d) If a receiver is appointed of the property of the Company or any part thereof or (e) If the Company shall make default in observing and fulfilling any obligations (other than its obligation in respect of payment of principal moneys and interest) on its part to be observed or fulfilled under any of these Conditions or under the Loan Agreement. 5. At any time after the principal moneys hereby secured have become repayable the Registered Holder (with the consent or concurrence of the other holders of the Debentures of this series holding with himself a majority in value of the Debentures of this series or without such consent or concurrence if he himself holds such a majority in value as aforesaid) may appoint by writing a Receiver and Manager of the mortgaged premises and may (with the like consent or concurrence or without such consent or concurrence if he himself holds such a majority in value as aforesaid) from time to time remove any Receiver and Manager so appointed and appoint another in his stead. 6. A Receiver and Manager so appointed shall be the Agent of the Company and the Company shall alone be liable for his acts and defaults and remuneration and he shall have authority and be entitled to exercise the powers hereinafter set forth in addition to and without limiting any general power conferred upon him by law- (a) To take possession of collect and get in all or any part of the mortgaged premises and for that purpose to take proceedings in the name of the Company or otherwise as may seem expedient. (b) To carry on or concur in carrying on the business of the Company and to raise money on the security of the mortgaged premises or any part thereof. (c) To sell or concur in selling let or concur in letting and to accept surrenders of leases or tenancies of any of mortgaged premises and in such manner and generally on such terms and condition as he shall think fit and to carry any such sale or letting into effect by assigning transferring leasing or letting in the name and on behalf of the Company. (d) To make any arrangement or compromise with the Registered Holder of this series of Debentures as the Receiver shall think expedient. (e) To make and effect all repairs improvements and insurances and renew such of the plant machinery and any other effects of the Company whatsoever as shall be worn out lost or otherwise become unserviceable. (f) To appoint managers accountants servants workmen and agents for the aforesaid purposes upon such terms as to remuneration or otherwise as the Receiver may determine. (g) To do all such other acts and things as may be considered to be incidental or conducive to any of the matters and powers aforesaid and which the Receiver may or can lawfully do as Agent for the Company. 7. All moneys received by any such Receiver and Manager shall after providing for all costs and expenses incurred in carrying on the business of the Company or the sale or disposal of the whole or any part of the Company's property be applied- FIRSTLY in payment of all rents rates taxes and outgoings whatsoever affecting any of the mortgaged premises and of all premia on fire and other insurances thereon and the cost of executing all necessary and proper repairs and replacements. SECONDLY in payment of all costs charges and expenses of and incidental to the appointment of the Receiver and Manager and the exercise by him of all or any of the powers aforesaid including the reasonable remuneration of the Receiver and Manager which shall be specified from time to time by the Corporation and so long as they are not so specified shall be at the rate of five per centum on the gross amounts received by the Receiver and Manager. THIRDLY in or towards payment pari passu to the Registered Holders of this series of Debentures of all interest unpaid in respect of this series of Debentures and all charges due thereunder. FOURTHLY in or towards payment pari passu to the Registered Holders of this series of Debentures of all principal moneys due in respect of this series of Debentures. FIFTHLY any surplus shall be paid to the Company. 8. No purchaser, mortgager, mortgagee or other person or company dealing with the Registered Holder or any Receiver or Receivers appointed by him or with their attorneys or agents shall be concerned to enquire whether the powers exercised or purported to be exercised have become exercisable or whether any money remains due on the security of these presents or as to the necessity or expediency of the stipulations and conditions subject to 3380 Cap. 287] Freetown Hotel Limited Agreement (Ratification) which any sale shall have been made or otherwise as to the propriety or regularity of such sale calling in collection or conversion or to see to the application of any moneys paid to the Registered Holders of this series of Debentures or such Receiver or Receivers and in the absence of mala fides on the part of such purchaser mortgagor mortgagee or other person or company such dealing shall be deemed so far as regards the safety and protection of such purchaser mortgagor mortgagee person or company to be within the powers hereby conferred and to be valid and effectual accordingly. 9. After the security hereby constituted has become enforceable the Company shall from time to time and at all times execute and do all such assurances and things as any Receiver appointed hereunder may reasonably require for facilitating the realisation of the assets and for exercising all the powers authorities and discretions hereby conferred on such Receiver and in particular the Company shall- (a) Execute all transfers assignments and assurances of the Company's assets whether to such Receiver or otherwise. (b) Perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of the said powers authorities and discretions. (c) Give all notices orders and discretions which any such Receiver may think expedient. 10. The Company hereby irrevocably appoints any Receiver appointed by the Registered Holder to be the attorney of the Company and in the name and on behalf of the Company to execute and do any assurances and things which the Company ought to execute and do under the covenants herein contained and generally to use the name of the Company in the exercise of all or any of the powers hereby conferred on the Registered Holder or any Receiver appointed by him. 11. The Principal moneys and interest hereby secured shall be paid to the Registered Holder in London in pounds free of all commission exchange or other costs of transfer PROVIDED ALWAYS that so long as the Corporation is the Registered Holder hereof the Corporation shall be entitled from time to time to require payment to be made in such place in Sierra Leone or in the Federation of Nigeria as the Corporation may prescribe instead of in London. 12. A Register of Debentures will be kept at the Company's registered office wherein there will be entered the name address and description of the Registered Holders and such Register will at reasonable times during business hours be open to the inspection of the Registered Holder or any person authorised in writing by the Registered Holder. 13. Every transfer of this Debenture must be in writing under the hand of the Registered Holder or his successors in title. The transfers must be delivered at the Company's registered office with this Debenture and a fee of Two shillings and six pence and with such evidence of identity or transmission as the Company may reasonably require and thereupon the transfer will be registered and a note of such registration will be endorsed hereon. The Company shall be entitled to retain the transfer. 14. This Debenture shall be construed and have effect in accordance with the laws of Sierra Leone. GuARANTEE. A. The Governor of Sierra Leone acting for and on behalf of the Government of Sierra Leone (hereinafter called the Government) hereby acknowledges that the within-written Debenture was subscribed for on condition and in part consideration that the Government would give the· following guarantee and accordingly the Government hereby guarantees to the Registered Holder for the time being of the within-written Debenture the payment of all principal moneys and interest to become due thereunder and if and whenever the Company makes default in the payment of any such principal moneys or interest the Government will pay the amount thereof on demand. B. The liability of the Government hereunder 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 Registered Holder of the within-written Debenture to the Company or by reason of any arrangement entered into or composition accepted by such Registered Holder modifying (by operation of law or otherwise) the rights and remedies of such Registered Holder under the within-written Debenture. C. The Governor shall not nor shall any Government Officer be personally liable for any default or omission in the observance or performance of any obligation hereby undertaken by the Government. IN WITNESS whereof on behalf of the Government and duly authorised in that behalf has hereunto set his hand and seal this .................................... day of ............................ . 19............ . SIGNED SEALED AND DELIVERED by the above-named in the presence of- THE FOURTH SCHEDULE hereinbefore referred to. Brief Particulars of the Agreements hereby adopted by the Company and referred to in Clause 15. 1. Agreement for Consultancy services contained in a letter dated 22nd August, 1958, written by the Corporation to Mr. Henry Smith and his reply thereto. 2. Agreement for architectural services contained in 3letters respectively dated 26th August, 1958, 17th December, 1958 and 17th March, 1959, written by the Crown Agents for Oversea Governments and Administrations to Messrs. James Cubitt and Partners and the replies thereto. 3. A building contract contained in an Agreement dated 1959 and made between the said Crown Agents for and on behalf of the Government of Sierra Leone of the one part and Taylor Woodrow (Sierra Leone) Limited of the other part and the Tender dated 17th February, 1959, the conditions, instructions to tenderers, bills of quantities and correspondence therein referred to. 3382 Cap. 287] Freetown Hotel Limited Agreement (Ratification) ANNEXURE C. THIS AGREEMENT is made the .............................. day of. ............................. l9 ........... . BETWEEN FREETOWN HOTEL LIMITED a Company incorporated in the Colony and Protectorate of Sierra Leone (hereinafter called " the Company ") of the one part and COLONIAL DEVELOPMENT CORPORATION whose Head Office is at 33 Hill Street in the County of London, England (hereinafter called " the Corporation ") of the other part NOW IT IS AGREED as follows- 1. During the period hereinafter defined and hereinafter referred to as "the Agency Period" the Company shall employ the Corporation and the Corporation shall serve the Company as- (a) sole agents for insuring the Company against such risks as the Company shall from time to time specify; (b) Buying Agents for all furniture equipment and other articles purchased by the Corporation on behalf of and at the request of the Company; (c) Personnel Agents for the recruitment outside Sierra Leone of the Company's employees. 2. The Agency Period shall be deemed to have started on the date the Company was incorporated and shall continue until determined by not less than three calendar months' notice in writing to that effect given by one party to the other of them and expiring on the 31st day of December in any year. 3. In the performance of its duties hereunder the Corporation will at all times use all its skill and knowledge to the utmost advantage of the Company. 4. The duties of the Corporation hereunder- (a) as Insurance Agents, shall include advising the Company on the insurance which the Corporation considers that the Company should prudently effect; (b) as Personnel Agents, shall include firstly the preparation and execution on behalf of the Company of contracts of service in a form approved by the Company for the Company's employees recruited outside Sierra Leone by the Corporation; secondly making arrangements for such employees and their families to travel to Sierra Leone and to be medically examined before their departure; and thirdly the performance in the Federation of Nigeria and in the United Kingdom of such duties relative to the Company's employees as the Company may reasonably require; (c) as Buying Agents, shall include the examination of all shipping documents relating to any furniture equipment or other articles purchased by the Corporation on behalf of the Company but shall not include the inspection of any such furniture equipment or articles. 5. As remuneration for its services hereunder the Corporation shall be entitled to- (a) retain the benefit of all commissions and discounts which it may receive from any insurer broker underwriter or other person in respect of insurance business effected by the Corporation on behalf of the Company during the Agency Period; Freetown Hotel Limited Agreement (Ratification) [Cap. 287 3383 (b) receive from the Company in London during the Agency Period on the 31st day of December in each year a fee in respect of its services as Personnel Agents performed during the period of the twelve preceding months (such fee to be calculated in accordance with the scale of charges reasonably prescribed by the Corporation from time to time in respect of such services) together with a sum equal to the aggregate of the outof-pocket expenses and disbursements incurred by the Corporation during the same period of twelve months in the course of its duties hereunder as Personnel Agents; (c) receive from the Company a commission equal to 2! per cent of the gross invoice price inclusive of charges for carriage and freight of such furniture equipment and other articles as are purchased by the Corporation on behalf of and at the request of the Company. 6. The Company shall be entitled to the benefit of any commissions discounts or rebates (other than such commissions or discounts as are mentioned in the preceding clause) which are received by or allowed to the Corporation in the course of the performance of its duties hereunder. 7. The Corporation shall not be liable for any loss that may happen through the act default or negligence of any sub-agent banker broker or other person or which may arise otherwise than through the wilful neglect or default of the Corporation. 8. This Agreement shall be construed in all respects in accordance with the laws of England and the parties hereto hereby submit to the jurisdiction of the Courts of England. AS WITNESS the hands of the duly authorised representatives of the parties hereto. SIGNED by SIR MAURICE HENRY DORMAN for and on behalf of the GOVERNMENT OF SIERRA LEONE in the presence of- J. THORPE MAURICE H. DORMAN F. 17, GLOUCESTER ST., FREETOWN GOVT. OFFICIAL SIGNED by SIR REGINALD HARRY SALOWAY for and on behalf of COLONIAL DEVELOPMENT CORPORATION in the presence of- J. G. CAUNCE 33 HILL STREET LONDON, W.l SOLICITOR. R. H. SALOWAY