1.

Effective Date The effective date of this offer is ____January 2024

2. Preamble This Agreement is for the purposes of a Privately Structured Non-Consumer
Business Line of Credit (the “Loan”) and is hereinafter referred to as the
‘Agreement’.
Losska Investments Limited. is hereinafter referred to as the “Lender” and has
provided a Know Your Client (KYC) as required by law.
3. Loan code The Parties agree that all documents related to the Loan shall bear the Loan
Code written on Page 1 of this Agreement and that said code shall remain
unchanged for the duration of this Agreement.
4. Parties to Agreement Losska. represented by the President & CEO, Dr. Vick Mulamba, hereinafter
referred to as the “Lender”.

Company Name: LOSSKA INVESTMENTS LTD.

Didan Kimathi Road, Lusaka, Zambia
Company Address:
Kabendekela House, Suite S21
Company Reg. №: 120200004212
Represented By: Dr. Vick Kambala
Passport №: 0P0526399
Place Of Issue (Country): Democratic Republic of Congo
Passport Of Issue Date: March 12, 2019
Passport Expiry Date: March 11, 2024

Losska Investments Ltd, represented by the Chairman, Dr Vick Mulamba,

hereinafter referred to as the “Borrower”.

Company Name: Bert Pave Maintenance (Zambia)

Limited
24 Chilufya Mulenga Road, Long
Company Address: Acres, Lusaka, Zambia.
Company Reg. №:
Represented By:
Passport №:
Place Of Issue (Country):
Passport Of Issue Date:
Passport Expiry Date:

The Borrower has provided a KYC/CIS to Losska Investments Limited

In this Agreement, Losska Investments. and Bert Pave & Maintenance Ltd shall
be referred to individually as “Party” and collectively as “Parties”
5. Recitals a) WHEREAS the Parties hereto are desirous of entering into this
Agreement for the purpose of the Lender granting a Business Line of
Credit to Bert Pave and Maintenance Limited; and
b) WHEREAS the amount of the Business Line of Credit is
€194,000,000.00 (one hundred million Euro) and is for the construction of the
Chingola to Mutanda via Solwezi project under the Public Private Partnership
(PPP) model (the “Project”); and
c) WHEREAS the Lender declares, under its legal responsibility, that it has sole
legal authority and discretion in respect of the Business Line of Credit and
that the cash funds to be provided are legally earned and owned by the
Lender; and
d) WHEREAS each Party hereto declares that it is legally empowered and fully
 authorized to execute and accept this Agreement, as well as agreeing to be
bound by its terms and conditions
6. The Project Construction of the Chingola – Mutanda Road

7. Project description Construction of Chingola – Mutanda Road, under the Public Private Partnership
Model

8. Construction period Three (3) years

9. Project Sponsor/ Bert Pave and Maintenance Limited
Developer
10. Borrower Bert Pave and Maintenance Limited
11. Currency Euro
12. Project cost One hundred ninety four euro (€194,000,000.00)
13. Facility amount One hundred ninety four euro (€194,000,000.00)
14. Interest rate Two per cent (2%) per annum
15. Facility tenor Twenty (20) years inclusive of grace repayment period
16. Moratorium Three years or the construction period, whichever is shorter
17. Security Mortgage over the asset being funded
18. Closing cost One per cent (1%) of Loan amount (i.e. one million Euro) to be paid within
fourteen (14) days of receipt of Invoice
19. Special Purpose A Special Purpose Vehicle (“SPV”) may be established for the purpose of
Vehicle managing the Loan and supervising the Project.
20. Availability of funds Within thirty (30) days of payment of Closing Cost.
21. Drawdown of funds TBA
22. Repayment of principal Repayment shall start after the agreed moratorium period in line with the
amount amortization schedule provided
23. Interest payment Interest on the Facility shall be paid in line with the amortization schedule
provided
24. Default interest Default interest shall accrue at one percent (1%) per annum above the agreed
Interest Rate on any amount that is payable and which is not contractually
capitalized in whole or in part.
25. Voluntary Facility The Lender shall have the right of first refusal in respect of refinancing of the
Prepayment Facility. If however, the Lender agrees to the prepayment, an early penalty of
2% shall be paid on the outstanding amount being repaid
26. Mandatory Facility The Facility shall be prepayable in whole or in part (a) when it is detected that
Prepayment information provided by the Borrower is false or (b) the circumstances of the
Borrower changes such that it will become impossible to repay the loan in future
or (c) a material event of default occurs
27. Term sheet validity This offer must be accepted within fourteen (14) working days from the effective
period date
28. Transaction Costs and The Borrower shall pay for the following costs, if any, which shall include but not
Expenses necessarily be limited to: due diligence reports; valuation appraisals; technical
reports; structuring; audits; legal fees; and reasonable ‘out of pocket’ expenses,
etc.
29. General Conditions a) This Agreement is issued with an Invoice. The Borrower accepts by signing
both documents.
b) The Lender reviews, approves, completes and counter signs this Agreement
with all Annexes. A fully counter-signed Agreement will now be sent to the
Borrower for final review, signature and payment of Closing Costs as
indicated above in para. 18
c) The Lender shall allow banker-to-banker confirmation to the effect that they
have the Loan funds of €194 million available and on deposit.
 d) After confirmation, the Borrower shall pay €1 million of the Invoice. Total
closing costs to be paid is €1 million. An amount of €1 million for closing
costs is due at the start of this Agreement.
e) The Borrower shalll pay all closing costs in full, with any added options to
the account details provided below:

Name of Bank Bank of America

Bank Address 5201 Broadway, San Antonio, Texas 78209
Bank Account Number 4880887716829
SWIFT BOFAUS6S
ABA/Routing 026009593
Bank Officer Kenny Mejia
Bank Officer Tel # 210 988 – 6184
Alternate Bank Officer Olga Gomez
Account name Edward F. Valdespino IOLTA Attorney Account
Account address 8000 IH 10 West, STE 1500, San Antonio, Texas
78230

30. Conditions precedent a) Confirmation that the Borrower has the necessary powers and approvals to
undertake the Project.
b) Agreement to ensure all project documentation in place,
i. Concession award Letter
ii. Full Project Feasibility Report
iii. Permits, consents, authorizations, etc. in place
iv. Bill of Quantities
v. Financial projections for the loan period
vi. Full Project feasibility studies
c) A satisfactory report on technical, including environmental, matters
d) Satisfactory certificate of title in respect of the Project properties

31.Representations, e) The Borrower represents and warrants to the Lender that (i) the Borrower
warranties by and has the power and authority to enter into this Agreement and to perform its
obligations of the obligations hereunder; (ii) the execution, delivery and performance of this
Borrower Agreement by the Borrower has been duly authorized by all necessary
corporate action on the part of the Borrower; (iii) this Agreement constitutes
a legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms; and (iv) this Agreement is private and strictly
confidential between the Parties; and (v) the use of the Loan Amount will be
in accordance with the purpose specified herein.
32. Confidentiality & a) In connection with this Agreement, the information that the Parties shall
information provide to each other concerning details of the designated Fiduciary
Security Banks exchanged in this Agreement shall be deemed as confidential
and the Parties hereby agree to treat this as “confidential information”.
The Parties understand and agree that any information disclosed within
this Agreement is confidential proprietary information and of significant
value to each Party. This Agreement may be deemed impaired if the
confidentiality of such information is not maintained.
b) The Parties further agree that they will take reasonable security
measures to preserve and protect the sanctity of such “confidential
information” and will hold such information in trust and not disclose such
information, either directly or indirectly to any person or entity during the
term of this Agreement or any time following the expiration or termination
hereof; provided, however, that the Parties may disclose the confidential