Public Disclosure Authorized. Public Disclosure Authorized. Public Disclosure Authorized. Public Disclosure Authorized

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1 Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized 기

2 LOAN AGREEMENT AGREZMENT., dated c\ , between INTER NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and CIMENTS DE L'AFRIQUE DE LIOUEST (CIMAO) (hereinafter called the Borrower), a Socigtfi Anmyne d'economie Mixte having its registered office in Lomg, Togo, and being governed (i) by the Treaty Establishing a Regional Cement Complex in West Africa entered into by the Republic of Togo (hereinafter called Togo), the Republic of the Ivory Coast (hereinafter called the Ivory Coast) and the Republic of Ghana (hereinafter called Ghana) on December 12, 1975, (such Treaty being hereinafter called the Treaty), (ii) by the Borrower's Statutes annexed to the Treaty (hereinafter called the Statutes) and (iii) subsidiarily by the law of the country of its registered office to the extent not derogated by the Treaty or the Statutes. WHEREAS (A) The Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) The Loan will be guaranteed by Togo, the Ivory Coast and Ghana upon terms and conditions set forth in a Guarantee Agreement of even date herewith between Togo and the Bank, a Guarantee Agreement of even date herewith between the Ivory Coast and the Bank and a Guarantee Agreement of even date herewith between Ghana and the Bank;

3 -2- (C) Each of Togo, the Ivory Coast and Ghana has requested the Bank to provide additional assistance towards the financing of the Project by assisting it in financing its subscription of additional shares to be issued by the Bc.rover, and by three separate loan agreements of even date herewith between Togo and the Bank, the Ivory Coast and the Bank and Ghana and the Bank (such agreements hereinafter called the Government Loan Agreements) the Bank is agreeing to provide such additional assistance by making a loan in an aggregate principal amount equivalent to three million five hundred thousand dollars ($3,500,000) to Togo (hereinafter called the Togo Loan), a loan in an aggregate principal amount equivalent to three million five hundred thousand dollars ($3,500,000) to the Ivory Coast (hereinafter called the Ivory Coast Loan) and a loan in an aggregate principal amount equivalent to three million five hundred thousand dollars ($3,500,000) to Ghana (hereinafter called the Ghana Loan) (the Togo Loan, the Ivory Coast Loan and the Ghana Loan hereinafter sometimes collectively called the Government Loans); (D) Togo, the Ivory Coast, Ghana, the Bank and the Borrower intend (i) that the proceeds of the Government Loans be withdrawn and used in the manner, and for the purposes, set forth hereinafter for the withdrawal and use of the Loan provided for in this Agreement, and (ii) that, to the extent practicable, the proceeds of the Government Loans be disbursed on account of expenditures on the Project (A) pro rat& on the basis of a 1:1:1 ratio and (B) before disbursements of the Loan provided for in this Agreement are made, all as more fully set forth hereinafter and in the Government Loan Agreements;

4 (E) (1) The Borrower has entered :Lnto, or proposes to enter into, the following agreements providing for additional financing for the Project, namely (i) an agreement (hereinafter called the First ADB Loan Agreement) with the African Development Bank (hereinafter called ADB) providing for ADB to make a loan to the Borrower in the amount of about nine million eight hundred thousand dollars equivalent ($9,800,000) (hereinafter called the First ADB Loan); (ii) an agreement (hereinafter called the BADE4 Loan Agreement) with the Arab Bank for Economic Development in Africa (hereinafter called BADEA) providing for BADEA to make a loan to the Borrower in the amount of ten million dollars ($10,000,000) (hereinafter called the BADEA Loan); (iii) an agreement (hereinafter called the CCCE Loan Agreement) with Caisse Centrale de Coopgration Economique (hereinafter called CCCE) providing for CCCE to make a loan to the Borrower in the amount of about ten million dollars equivalent ($10,000,000) (hereinafter called the CCCE Loan); (iv) an agreement (hereinafter called the First EIB Loan Agreement) with the European Investment Bank (hereinafter called the EIB) dated March 25, 1976, providing for EIB to make a loan to the Borrower in the amount of 5,925,000 units of account (as definea in such agreement) (hereinafter called the First EIB Loan); and (v) an agreement (hereinafter called the Second EIB Loan Agreement) with EIB providing for EIB to make a loan to the Borrower in the amount of about seventeen million dollars equivalent ($17,000,000) (hereinafter called the Second EIB Loan); (E).(2) For the purpose of providing each of Togo, the Ivory Coast and Ghana with additional assistance towards the financing of the Project by assisting it in financing its subscription of additional shares to be issued by the Borrower, (i) EIB is proposing

5 to enter into one or more agreement with Togo, the Ivory Coast and Ghana providing for a contribution in an aggregate total amount of about five million eight hundred thousand dollars equivalent ($5,800,000) (as defined in such agreement) and (ii) CCCE is proposing to enter into one or more agreements with Togo, the Ivory Coast and Ghana providing for a loan or loans in an aggregate total amount of about ten million dollars equivalent ($10,000,000); (F) Togo is undartaking to carry out, or to cause to be carried out, the Infrastructure Project required for the Project and described in Schedule 3 to this Agreement; (G) The Borrower has entered into, or proposes to enter into, the following agreements regarding the carrying out of parts of the Infrastructure Project as well as regarding the major principles governing the use by the Borrower of various infrastructure services, namely, (i) an agreement with Togo providing for Togo, through its Ministgre des Travaux Publics et des Mines, to carry out Parts A, B, C and D.2 of the Infrastructure Project; (ii) an agreement with CEB setting forth the major principles governing* the supply of power by CEB to the Borrower, as and when required for the operations of the facilities included in the Project; (iii) an agreement with CEET setting forth the major principles governing the supply of power by CEET to the Borrower, as and when required for the operation of the rail/port terminal included in Part D.2 of the Infrastructure Project; (iv) an agreement with Togo setting forth the major principles of a lease under which Togo will make available to the Borrower the use of the township included in Part B of the Infrastructure Project; (v) an agreement with CFT setting forth the major principles governing the transport,

6 -5- by CFT, of the clinker produced by the clinker production plant included in the Project to the port of Lomg and of the necessary fuel oil from such port to such plant; and (vi) an agreement with PAL setting forth the major principles governing the use by the Borrower of the rail/port terminal included in Part D of the Infrastructure Project; (H) Financing of the Infrastructure Project will be provided inter alia under the following agreements, namely (i) an agreement (hereinafter called the CIDA Loan Agreement) between the Canadian International Development Association (hereinafter called CIDA) and Togo providing for CIDA to make a loan to Togo in the amount of about seventeen million dollars equivalent ($17,000,000) (hereinafter called the CIDA Loan) for the purpose of assisting in the financing of Parts A and C of the Infrastructure Project; (ii) an agreement (hereinafter called the EDF Loan Agreement) between the European Development Fund (hereinafter called EDF) and Togo providing for EDF to make a loan to Togo in the amount of about twenty million five hundred thousand dollars equivalent ($20,500,000) (hereinafter called the EDF Loan) for the purpose of assisting in the financing of Parts B, C and D.2 of the Infrastructure Project; (iii) an agreement (hereinafter called the Second ADB Loan Agreement) between ADB and Togo providing for ADB to make a loan to Togo in the amount of about two million two hundred thousand dollars equivalent ($2,200,000) (hereinafter called the Second ADB Loan) for the purpose of assisting in the financing of Part C of the Infrastructure Project; and (iv) an agreement (hereinafter called the KfW Loan Agreement) between Kreditanstalt fur Wiederaufbau (hereinafter called KfW) and Togo providing for KfW to make a loan to Togo in the amount of about twenty-two million nine hundred thousand dollars

7 -6 equivalent ($22,900,000) (hereinafter called the KfW Loan) for the purpose of assisting in the financing of Part D.2 of the Infrastructure Project; (I) By Ordonnance No. 37, dated December 4, 1975 and signed by the President of the Republic of Togo (hereinafter called the Concession), the Borrower was granted a mining concession for the exploitation of a limestone deposit near Tabligbo; and (J) By an Annex to the Treaty, Togo, the Ivory Coast and Ghana propose to agree: (i) that the Borrower's yearly clinker production shall be distributed among them in such a manner that (A) Togo will purchase from the Borrover all the clinker required for its domestic consumption to the extent that such consumption does not exceed one-third of the Borrower's production, and (B) the Ivory Coast and Ghana will purchase each 50% of the remainder of such production (or such percentages adding up to 100% of such remainder, as the Ivory Coast and Ghana shall from time to time agree); and (ii) that the Borrower shall coordinate any imports of clinker into the territories of Togo, the Ivory Coast and Ghana that may be required in order to satisfy any demand not covered by the Borrower's production; NOW THEREFORE the parties hereto hereby agree as follows:

8 -7- ARTICLE I General Conditions; Definitions Section The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein subject, however, to the following modifications thereof (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions): (a) follows: Paragraph (5) of Section 2.01 is amended to read as "5. The term Guarantee Agreement means any agreement between a member of the Bank and the Bank providing for the guarantee of the Loan, as such agreement may be anended from time to time; and such term includes these General Conditions as thus made applicable, all agreements supplemental to the Guarantee Agreement and all schedules to the Guarantee Agreement." follows: (b) Paragraph (7) of Section 2.01 is amended to read as "7. The term Guarantor means any of Togo, the Ivory Coast and Ghana, as the case may be."

9 -8- (c) Paragraphs (b) and (c) of Section are amended to read as follows: "(b) The parties to such arbitration shall be the Bank on the one side and the Borrower and any one or more of Togo, the Ivory Coast and Ghana, as the case may be, on the other side. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Bank; a second arbitrator shall be appointed by any one or more of Togo, the Ivory Coast and Ghana, as the case may be, and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by him, by the Secretary-General of the United Nations. If either side shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator." Section Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings:

10 Ltd. (a) "APCM" means Associated Portland Cement Manufacturers (b) "APCM Contract" means the engineering contract between the Borrower and APCM dated May 5, (c) "CEB" means La Communautg Electrique du B6nin, an international public entity established by a treaty between the People's Republic of Benin and Togo, dated July 27, (d) "CEET" means La Compagnie Energie Electrique du Togo. (e) "CFA Francs" means francs in the currency of Togo and the Ivory Coast. (f) "CFT" means Les Chemins de Fer Togolais. (g) "Origny" means La Soci4t6 Origny-Devroise. (h) "Origny Contract" means the technical assistance contract between the Borrower and Origny, dated May 5, (i) "PAL" means Le Port Autonome de Lomg. (3) "Subsidiary" means any corporation, at least a majority of the outstanding voting stock of which shall be owned, or which shall be effectively controlled, by the Borrower or by one or more subsidiaries of the Borrower or by the Borrower and one or more of its subsidiaries.

11 ARTICLE II The Loan Section The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to forty-nine million five hundred thousand dollars (M9,500,000). Section (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Bank and the Borrower, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan and in respect of interest and other charges on the Loan. (b) On each of the semi-annual interest payment dates specified in Section 2.07 of this Agreement, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amounts required to pay, on such date, interest and other charges on the Loan accrued and payable on or before the date set forth, and up to the amount allocated, in Schedule 1 to this Agreement, as such schedule may be amended from time to time. Section Except as the Bank shall otherwise agree, contracts for the purchase of goods or for civil works to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 5 to this Agreement.

12 Section The Closing Date shall be December 31, 1980 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section The Borrower shall pay interest at the rate of eight and eighty-five hundredths per cent (8.85%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section Interest and other charges shall be payable semi-annually on February 15 and August 15 in each year. Section The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 4 to this Agreement. Section The Borrower shall pay a guarantee fee at the rate of 1.15% per annum on the amount of the Loan withdrawn from the Loan Account and outstanding from time to time. Such fee shall accrue from the respective dates on which amounts shall be so withdrawn and it shall be paid semi-annually on February 15 and August 15 in each year in equal portions to Togo, the Ivory Coast and Ghana.

13 ARTICLE III Execution of the Project Section The Borrower shall carry out the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, accounting, engineering and industrial practices. Section In carrying out the Project, the Borrower (i) shall continue to use the services of APCM and Origny in accordance with the provisions of, respectively, the APCM Contract and the Origny Contract, (ii) shall not consent to any modification or termination of either such contract without the prior approval of the Bank, (iii) in case of termination of either such contract for reasons beyond the Borrower's control, and before completion of the services agreed upon therein, shall promptly employ other consultants for the completion of such services, provided that the qualifications, experience and terms and conditions of employment of such other consultants shall be satisfactory to the Bank, and (iv) unless the Bank and the Borrower shall otherwise agree, shall not later than June 30, 1979, employ management assistants to assist the Borrower in operating the facilities included in the Project for a period of not less than 4 years after the completion of the Project (as such completion is defined in Section 5.08 (c) (iii) hereinafter), provided that the qualifications, experience and terms and conditions of employment of such management assistants shall be satisfactory to the Bank.

14 Section (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan or of the proceeds of the Government Loans against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan or of the Government Loans to be used exclusively for the Project. Section (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) The Borrower: (i) shall maintain records adequate to record the progress of the Project (including the -ost thereof) and to identify the goods and services financed out of the proceeds of the Loan and of the Government Loans, and to disclose the use thereof in the Project; (ii) shall, without limitation upon the provisions of paragraph (c) of this Section, enable the Bank's representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and of the Government Loans and any relevant records and documents; and (iii) shall furnish to the Bank

15 all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and of the Government Loans and the goods and services financed out of such proceeds. (c) The Borrower shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of the Borrower and any relevant records and documents. (d) Without limitation upon the provisions of paragraph (b) above, in carrying out the Project the Borrower shall establish and maintain a cost control system satisfactory to the Bank. Section The Borrower shall take all such action as shall be necessary to acquire as and when needed all such land, and rights in respect of land as shall be required for the construction and operation of the facilities included in the Project and shall furnish to the Bank, promptly after such acquisition, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to the Project. Section The Borrover shall carry out the staff training included in the Project in accordance with a time schedule acceptable to the Bank.

16 ARTICLE IV Management and Operations of the Borrower Section (a) The Borrower shall at all times conduct its operations under qualified and experienced management, and with the assistance of qualified and experienced personnel in adequate numbers. (b) Without limitation upon the provisions of paragraph (a) hereinabove, the Borrower: (i) shall consult with the Bank before making appointments to any position of its senior management; and (ii) shall establish and maintain a market research unit for the purpose of collecting and analyzing all essential data regarding the clinker and cement market in the territories of Togo, the Ivory Coast and Ghana. Section The Borrower shall take out and maintain with responsible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section (a) The Borrower shall at all times manage its affairs and maintain its financial position in accordance with sound industrial and financial practices and, in particular, shall adequately maintain all the equipment and fixed assets relevant or necessary to the carrying out of the Project or to the operation of the facilities included therein and promptly make all necessary renewals and repairs thereof.

17 (b) Except as the Bank shall otherwise agree, the Borrover shall take all steps necessary to acquire, maintain and renew all licenses, consents or other rights as may be necessary or useful in the conduct of its business and shall not amend its Statutes. (c) Except as the Bank shall otherwise agree, the Borrower (i) shall obtain title to all goods financed in whole or in part with the proceeds of the Loan or of the Government Loans free and clear of all encumbrances; and (ii) shall not sell, lease, transfer or otherwise dispose of any of its property and assets except in the ordinary course of business. Section 4.0h. The Borrower shall not, without the prior approval of the Bank, take any action to create any subsidiary. Section The obligations of the Borrower expressed in Articles IV and V of this Agreement shall be applicable to any subsidiary of the Borrower as though such obligations were directly binding on any such subsidiary, and the Borrower shall cause any such subsidiary to carry out such obligations. Section The Borrower shall take all reasonable measures to ensure that the execution and operation of the Project are carried out with due regard to health, safety, ecological and environmental factors. To that end, the Borrower shall inter alia monitor pollution levels during operation of the facilities included in the Project.

18 Section Except as the Bank and the Borrower shall otherwise agree, not later than December 31, 1977, or such later date as the Bank and the Borrower may agree, the Borrower shall enter into contracts satisfactory to the Bank with firms acceptable to the Bank providing for (i) the supply to the Borrower, as and when required, of the fuel necessary for the operation of the facilities included in the Project; (ii) the maritime transport, as and when required, of such portion of the Borrower's clinker production as is to be exported from Togo; and (iii) the use by the Borrower of the infrastructure services referred to in Recital (G) to this Agreement. Section The Borrower shall furnish to the Bank all such information as the Bank shall reasonably request concerning the operation of the facilities included in the Project, the sale of the products manufactured therein as well as the clinker and cement markets in the territories of Togo, the Ivory Coast and Ghana.

19 ARTICLE V Financial Covenants Section The Borrower shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section (a) The Borrower shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than four months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of the Borrower and the audit thereof as the Bank shall from time to time reasonably request. (b) Without limitation on the provisions set forth in paragraph (a) above, the Borrower shall furnish to the Bank as soon as available, but in any case not later than 45 days after the end of each calendar quarter, financial statements (as defined in paragraph (a) above) covering such calendar quarter. Section (a) The Borrower represents that at the date of this Agreement no lien exists on any of its assets as security

20 for any debt except as otherwise currently reported to the Bank or stated in writing. (b) The Borrower undertakes that, except as the Bank shall otherwise agree: (i) if the Borrower shall create any lien on any of its assets as security for any debt, such lien will equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan, and in the creation of any such lien express provision will be made to that effect, at no cost to the Bank; and (ii) if any statutory lien shall be created on any assets of the Borrower as security for any debt, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on, the Loan; provided, however, that the foregoing provisions of this paragraph shall not apply to: (A) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (B) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after the date on which it is originally incurred. Section (a) Except as the Bank and the Borrower shall otherwise agree, after completion of the Project (as such completion is defined in Section 5.08 (c) (iii) hereinafter), the Borrower: (i) shall take all steps necessary (including, without limitation, an increase of its paid-in share capital) to ensure that the consolidated debt of the Borrower and of all its subsidiaries shall

21 not exceed: (A) 1.8 tiles the consolidated capital and surplus of the Borrower and all its subsidiaries during a period of 2 years after such completion, and (B) 1.5 times such consolidated capital and surplus thereafter; and (ii) shall not incur any debt if, after the incurring of such debt, (A) the consolidated debt of the Borrower and all its subsidiaries then incurred 0 and outstanding would be greater than 1.5 times the consolidated capital and surplus of the Borrower and all its subsidiaries, or (B) the consolidated net revenue of the Borrower and all its svsidiaries for the fiscal year immediately preceding the date of such incurrence or for a later twelve-month period ended prior to the date of such incurrence, whichever period shows the greater consolidated net revenue, shall be less than 1.2 times the maximum consolidated debt service requirements for any succeeding fiscal year on all the debt of the Borrower and all its subsidiaries including the debt to be incurred. ) For the purposes of this Section: (i) The term "debt" means any debt incurred by the Borrower or any subsidiary maturing more than one year after the date on which it is originally incurred, including debt assumed or guaranteed by the Borrower or by a subsidiary;

22 (ii) wherever reference is made in this Section to the incurring of debt, such reference shall include any modification of the terms of payment of such debt. Debt shall be deemed to be incurred (A) under a loan contract or agreement on the date and to the extent it is drawn down pursuant to such loan contract or agreement and (B) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into; (iii) the term "consolidated net revenue" means gross revenues from all sources, excluding any revenues arising from the transactions between the Borrower and its subsidiaries, less all operating expenses, including adequate maintenance, taxes, if any, and administrative expenses, but before provision for depreciation and interest and other charges on debt; (iv) the term "debt service requirements" means the aggregate amount of amortization (including sinking fund payments, if on debt; any), interest and other charges (v) whenever in connection with this Section it shall be necessary to value in terms of CFA Francs debt payable in another currency, such valuation shall be made at the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt;

23 (vi) the term "consolidated debt of the Borrower and all its subsidiaries" means the total amount of debt of the Borrower and all its subsidiaries, excluding any debt owed by the Borrower to any subsidiary or by any subsidiary to the Borrower or to any other subsidiary; and (vii) the term "consolidated capital and surplus of the Borrower and all its subsidiaries" means the aggregate of the total unimpaired paid-in capital, surplus and free reserves of the Borrower and of all its subsidiaries after excluding such items of capital, surplus and free reserves as shall represent equity interests of the Borrower in any such subsidiary or of any such subsidiary in the Borrower or in any other subsidiary. Section Except as the Bank shall otherwise agree, the Borrower shall take all action required on its part to request and obtain promptly as needed such funds as each of Togo, the Ivory Coast and Ghana has undertaken to provide or cause to be provided under the provisions of the respective agreements referred to in Recitals (B) and (C) to this Agreement. Section The Borrower shall inform the Bank prior to undertaking or executing any new project or development other than the Project or making any investment not related to the Project and shall not in any given fiscal year undertake or execute for its own account or for the account of any third party or parties any such project, development or investment in excess of $1,000,000 equivalent without the Bank's prior approval.

24 Section (a) Except as the Bank shall otherwise agree, the Borrower shall take all such steps as shall be necessary to maintain at all times after the completion of the Project a ratio of current assets to current liabilities of not less than 1.4 to 1. (b) The Borrower shall not pay any dividend or make any other distribution whatsoever to its shareholders: (i) in either of the first two fiscal years after the completion of the Project; nor (ii) in any fiscal year thereafter unless, after such payment or distribution, the current assets of the Borrower, after deducting the projected replacement investments for the following year, are at least 1.5 times its current liabilities. (c) For the purposes of this Section: (i) "current assets" means cash, securities readily convertible into cash, accounts receivable realizable within one year and inventory; (ii) "current liabilities" means liabilities due and payable, and all other liabilities which will be due and payable, or could be called for payment, within one year, including the portion of longterm debt falling due within one year; and

25 (iii) "completion of the Project" means the completion of a period of 4 consecutive months during which both clinker production lines included in the Project have operated at or about 90% of their rated capacity. Section Except as the Bank shall otherwise agree, the Borrower shall take all such steps as shall be necessary to ensure that the non paid-in portion of the Borrower's subscribed share capital referred to in Section 7.01 (d) (i) hereinafter shall be paid-in in accordance with a time schedule to be agreed between the Bank and the Borrower, it being understood that such share capital shall be completely.aid-in not later than December 31, Section Except if the Bank shall otherwise agree, if the Borrower shall repay in advance of maturity any of its debt which would have matured more than one year after it is originally incurred, the Borrower shall repay in advance of maturity a proportionate part of the principal amount of the Loan then outstanding and all the provisions of the General Conditions relating to repayment in advance of maturity shall be applicable to any repayment by the Borrower of the Loan in accordance with this Section. Section The Borrower shall set its price for the sale of clinker in accordance with the provisions of Article 26 of the Treaty, provided that in the "cost price of clinker produced by the Company" referred to in paragraph (a) of such Article 26 there shall be included a provision for all necessary reinvestments for maintenance and replacement purposes in accordance with appropriate industrial practices.

26 ARTICLE VI Remedies of the Bank Section For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (k) thereof: (a) A default materially and adversely affecting the Bank, the Borrower, the Project, the Infrastructure Project, or the operation of the facilities included in the Project or the Infrastructure Project, shall occur in the performance by any party of any obligation, covenant or agreement under the Treaty, the Concession or any of the agreements referred to in Recitals (G) and (J) to this Agreement and in Section 4.07 of this Agreement. (b) Any provision of the Treaty, the Concession, the Borrover's Statutes, the Origny Contract, the APCM Contract or any of the agreements referred to in Recitals (E) (1), (E) (2), (G), (H) and (J) to this Agreement and in Section 4-.7 of this Agreement shall have been amended, suspended, abrogated, terminated, waived or assigned without the prior approval of the Bank and such event shall materially and adversely affect the Bank, the Borrower, the Project, the Infrastructure Project, or the operation of the facilities included in the Project or the Infrastructure Project. (c) (i) Subject to subparagraph (ii) of this paragraph: (A) The right: (1) of the Borrower to withdraw the proceeds of any grant or loan made to the

27 Borrower for the financing of the Project, or (2) the right of the respective borrower under any of the agreements referred to in Recitals (E) (2) or (H) to this Agreement to withdraw the proceeds of any grant or loan made to such borrower for the financing of any part of the Infrastructure Project, shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (B) any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrover, or the respective borrower under any of the agreements referred to in Recitals (E) (2) or (H) to this Agreement, establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower, or of such respective borrower, to perform any of its obligations under such agreement, and (B) adequate funds for the Project or for the Infrastructure Project, as the case may be, are available to the Borrower, or to such respective borrower, from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement, or consistent with the terms and conditions of the

28 agreement providing for the carrying out of the respective Part of the Infrastructure Project, as the case may be. Section For the purposes of Section 7.01 of the General Conditions, the following events are specified pursuant to paragraph (h) thereof: (a) any event specified in paragraphs (a) and (b) of Section 6.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraph (c) (i) (B) of Section 6.01 of this Agreement shall occur.

29 ARTICLE VII Effective Date; Termination Section The following events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section (c) of the General Conditions: (a) All conditions precedent to the effectiveness of the agreements referred to in Recital (C) to this Agreement, except as they refer to the effectiveness of this Agreement, shall have been fulfilled. (b) All agreements referred to in Recital (G) to this Agreement as well as the Annex to the Treaty referred to in Recital (J) to this Agreement, all in form and substance satisfactory to the Bank, shall have been duly executed and authorized or ratified by all necessary governmental and corporate action and shall be in full force and effect. (c) All agreements referred to in Recitals (E) (1), (E) (2) and (H) to this Agreement, in form and substance satisfactory to the Bank, shall have been duly executed and authorized or ratified by all necessary governmental and corporate action, and any conditions precedent to the effectiveness of, or to the initial disbursement under, such agreements, except as they refer to the effectiveness of this Agreement, shall have been fulfilled. (d) (i) The Borrower's subscribed share capital shall have been increased to an amount not less than CFA Francs

30 -29-19,300,000,000, and (ii) of this amount an amount not less than CFA Francs 6,000,000,000 shall have been fully paid-in, and (iii) the Borrower shall have called for the paying-in of the remaining amount of CFA Francs 13,300,000,000 in accordance with a schedule acceptable to the Bank. (e) All such action, governmental, corporate or other, shall have been taken and all such governmental consents shall have been obtained (i) as may be required to enable the Borrower to acquire such lands, interests in land and properties, and such franchises or other rights as may be necessary for the prompt and proper execution of the Project, and (ii) as may be required to enable any of the parties in charge of carrying out the Infrastructure Project, or any part thereof, to acquire such lands, interests in land and properties, and such franchises or other rights as may be necessary for the prompt and proper execution of the Infrastructure Project. (f) In addition to the Loan, the Government Loans and the loans referred to in Recital (E) (1) to this Agreement, the Borrower shall have contracted loans to assist in financing the Project in an aggregate amount of not less than the equivalent of $31,000,000, all on terms and conditions satisfactory to the Bank. Section The following are specified as additional matters, within the meaning of Section (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank:

31 (a) that the governmental, corporate or other actions and consents referred to in paragraphs (d) and (e) of Section 7.01 have been validly taken or given, as the case may be; and (b) that (i) the Treaty, (ii) the Annex thereto referred to in Recital (J) to this Agreement, and (iii) the agreements referred to in Recital (G) to this Agreement, have been duly authorized and ratified by, and executed and delivered on behalf of, the respective parties thereto and are legally binding upon such parties in accordance with their terms. Section The date December 31, 1976 is hereby specified for the purposes of Section of the General Conditions.

32 ARTICLE VIII Addresses Section The following addresses are specified for the purposes of Section of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C United States of America Cable address: INTBAFRAD Washington, D.C. Telex: (ITT) (RCA) or (WUI) For the Borrower: Ciments de l'afrique de l'ouest (CIMAO) B.P Lom9 Togo Cable address: Telex: PRESIREP PRESIREP 5201 Lom9 Lom6 ATTENTION: KATAMNA DIR GAL CIMAO

33 IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in Lomg, Republic of Togo, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Regic::!1 V. r- ident 0 CIMENTS DE L'AFRIQUE DE L'OUEST (CIMAO) Authorized Representative

34 SCHEDULE 1 Withdrawal of the Proceeds of the Loan and of the Government Loans 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan and of the Government Loans, the allocation of the mounts of the Loan and of the Government Loans to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan and of the Government Loans Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Equipment 8,600,ooo 70% (2) Civil works 29,400,000 70% (3) Consultants' ser- 4,70O, of foreign vices expenditures (4) Staff training 1,800,000 TO% (5) Interest and other 5,500,000 charges on the Loan accrued on or before December 31, 1979 (6) Unallocated 10,000,000 TOTAL 6o,ooo,ooo

35 For the purposes of this Schedule the ter "foreign expenditures" means expenditures in the currency of a country other than any Guarantor and for goods or services supplied from the territory of any country other than any Guarantor; provided, however, that if the currency of any Guarantor is also that of another country from the territory of vhich goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". 3. The disbursement percentages have been calculated in compliance with the policy of the Bank that no proceeds of the Loan and of the Government Loans shall be disbursed on account of payments for taxes levied by, or in the territory of, any Guarantor on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan or of the Government Loans decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement. 5. The proceeds of the Government Loans shall be disbursed to the extent practicable (i) pro rata on the basis of a 1:1:1 ratio, and (ii) before disbursements of the Loan are made.

36 Notwithstanding the allocation of an amount of the Loan and of the Government Loans or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan and of the Government Loans then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan and of the Government Loans which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. T. If the Bank shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan ) or of the Government Loans and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan or of the Government Loans as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan or of the Government Loans.

37 SCHEDULE 2 Description of the Project The Project is the industrial component of a regional clinker manufacturing venture in West Africa which also includes the Infrastructure Project described in Schedule 3 hereinafter. The Project consists of the design, construction and commissioning of a dry process clinker production plant near Tabligbo in Togo with a rated capacity to produce 1.2 million metric tons per year of clinker for the production of ordinary portland cement. The Project includes the following Parts: Part A: Quarry and Clinker Production Plant 1. Quarry, dump trucks, semi-mobile crushers and conveyor belts. 2. Prehomogenization and storage facilities. 3. Two identical production lines including each the following: (a) Proportioning and raw grinding facilities. (b) Homogenization and storage facilities. (c) Kiln plant.

38 (d) Clinker transport, storage and rail loading facilities. 4. General service facilities including, inter alia, workshops, a laboratory and offices. Part B: Management System and Staff Training 1. Establishing a management system to operate the facilities included in Part A of the Project, including without limitation, an accounting, cost control, budgeting and financial planning system. 2. Training of staff to operate the facilities included in Part A of the Project. The Project is expected to be completed by December 31, 1979.

39 SCHEDULE 3 Description of the Infrastructure Project The Infrastructure Project, which will be carried out by the Minist4re des Travaux Publics et des Mines of Togo, consists of the off-site infrastructure facilities required for the Project and includes the following Parts: Part A: Power The construction (a) of an extension of the substation (161/63 kv, 2 x 12 MW) to be built for Compagnie Togolaise des Mines du B4nin near Dagbati, (b) of an about 20 MW substation at the site of the Borrower's clinker production plant included in the Project, and (c) of a 63 kv power transmission line, about 10 Km long, connecting such substations. Part B: Township The construction of a township near the clinker production plant included in the Project to provide housing for about 100 employees (including their families) engaged in operating such plant, including social and recreational facilities.

40 Part C: Railroad 0 The provision of such railroad facilities as will allow, as and when required, to transport the clinker produced by the clinker production plant included in the Project to the port of Lomg and of the necessary fuel oil from such port to such plant, and for this purpose the carrying out of the following: 1. The construction of a new meter gauge, single track railway line, about 55 kilometers long, to connect CFT's central line with the clinker production plant included in the Project. 2. The necessary upgrading and renewal of about 25 kilometers of CFT's existing lines. 3. The connection of CFT's lines (a) with the rail terminal facilities at the clinker production plant included in the Project and (b) with the rail/port terminal included in Part D.2 of the Infrastructure Project. 14. The procurement of the necessary motive power and rolling stock (3 locomotives, 92 clinker wagons and 12 fuel tank wagons), including spare parts. 5. The extension of existing workshops.

41 - 4o - Part D: Port The provision of such port facilities in Loag as will allow, as and when required, to export any clinker produced by the clinker production plant included in the Project that will not be used in Togo, and for this purpose the carrying out of the following: 1. The expansion of PAL's port facilities in Lomg, including the construction of a mineral berth, expected to be completed by December 31, The construction and equipping of a rail/port terminal at the port of Lomg to be used by the Borrover for its clinker exports, such terminal to have the capacity to handle 1000 metric tons of clinker per hour and to include the necessary rail unloading and shiploading facilities, storage facilities with a capacity to hold 50,000 metric tons of clinker as well as a substation of about o.6 MW.

42 SCHEDULE 4 Amortization Schedule Date Payment Due Payment of Principal (expressed in dollars)* August 15, ,590,000 February 15, ,660,000 August 15, ,735,000 February 15, ,810,000 August 15, ,890,000 February 15, ,975,000 August 15, ,060,000 February 15, ,155,000 August 15, ,250,000 February 15, ,345,000 August 15, ,455,000 February 15, ,56o,ooo August 15, ,670,000 February 15, ,795,000 August 15, ,915,000 February 15, ,045,000 August 15, ,180,000 February 15, ,320,000 August 15, ,465,000 February 15, ,625,000 To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal.