Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698839771251.pdf (Sierra Leone)
h(* qt6 SUBSIDIARY AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC{IE.- STERRA LEONE -.d#_ i, REPRESENTED BY !
* THE MINISTRY OF FINANCE AND THE ELECTRICITY DISTRIBUTION AND SUPPLY AUTHORITY Regarding the ADDITIONAL FINANCING FOR THE ENERGY SECTOR UTILITY REFORM PROJECT DATED THIS 6Tl ro" oF AUGUS T 2ots THIS SUBSIDIARY AGREEMENT is rnade and entered into on this day of Jury 17,2ol9 between the Government of the Republic of Sierra Leone, repres'ented by the Ministry of Finance (hereinafter referred to as ',MoF"), of the first pan, and the Electricity Distribution and supply Authority, the project Imple,renting Entity (hereinafter referred to as "EDSA"), an authority by frationat Electricity Act, 201 I, of the second part.
Both MoF and EDSA are coilectively, referred to as "The PARTIES".

-establisired WHEREAS, under a l'inancing Agreement regarding tlte Additional Finarcing for the Energt $ss1ev utility Refonn project (ESURZ) and Anrcndments to the original Financing Agreetnent (credit No.

5333-sL and credit No.

64tl szl (hereinafter referred to as the "Agreement") dated June 17, 2olg between the Republic ol.
siera Leone (thereinaf-ter ref'erred to as the "Borrower") and the Intemational Development Association (thereinafter refbrred to as the "Association,,).
the Association agrced to make available to the Borower a loan (Loan) in an amount equivalent to T'hirty six Million Special Drarving Rights (sDR 36,000,000), as ser forth in Secrion 2.01 of the Agreement; WHEREAS, to facilitate the carrying out of parr l(b),2(c) and2(d) of the project, the Borrower undertook, pursuant to section I (B) of Schedule 2 to the Agreement to make the proceeds of the funds allocated to category 3 of the table set forth in Section III A thereof to EDSA on a credit basis (credit) under a subsidiary agreement between the Borrower and EDSA under terms and conditions acceptable to the Association; AND WHEREAS, the EDSA agreed to accept and disburse proceeds of the credit as per the terms and conditions set forth in the Agreement.
WHEREFORE, The PARTIES hereto agree as follows: ARTICLE l: DEFTNTTION .0 Unless the context otherwise requires, the several terms defined in this Subsidiary Agreement shall have the respective meanings ascribed to them in the Agreement.

ARTICLE II: OBLIGATIONS OF MOF 2.0 The MoF undertakes to make available to EDSA the credit to be applied 2 solely for the execution of the project, on terms and conditions satisfactory to EDSA.
ARTICLE III: OBLIGATIONS oF EDSA 3.0 In inrplementing the project, EDSA undertakes to: a. provide MoF w'ith'easonably required infbrmation relating to the expenditure of the Cr-edit and inrplementation of the project; b. open a Project Account at the Guarantee Trust Bank Ltd. under the supervision of the MOF, and have the said account audited for each n.."i y"rr.

i" accordance rvith sound and appried auditing principles.
by an independent audit firm which shall be acceptable io both the M-Of and the EbSA; c' fumish to the MoF, as soon as avairable.

but i, any case.

not later than six months after the end of such fiscar year.

certified copies of financiar statements for such year as so aulite4 and the reporr of such urdit by *iJ ri,Oitirg ii.r, .i such scope and i, such detair as the EDSA and the Moi shal have rlsonably.
requested; d. submit quarterly financial reports to the MOFI e' submit to the MoF quarterly reports, not later than 45 days after the end of every quarter of each fiscal year, of such scope and in such detail as the MoF shall request.
on the progress ofthe execution ofthe project: f' submit to the MoF for approvar the drafl program of the project imprementation and any material modifications subsequenily made therein, in such details as the MOF shall reasonably request; g. permit duly authorized representatives of the MoF at any time and from tirne to time to have access to and inspect books and records pertaining to the utltization of the proceeds of the credit and such other counterpart funding and permit such representatives to take copies of or extracts from the aforementioned books and records: h. comply fully rvith the covenants, terms and conditions of the Subsidiarv Agreement: i' within six months following the date of completion of the project, prepare and fumish.
to the MoF a project compretion Rcport of such scope and in ,rin a.trit as the MoF shall request, on the execution and fulr operarion or tne proiect.

its cost and thc benefits dcrived and to bc derivcd.

and on the accomplishment ofthc purposes of the Credit: ARTICLE IV: PARTICULAR COVENANT 4.0 The EDSA shall: a. canJ out the Project rvith due diligence.
efliciency and in conformity rvith sound engineering, linancial, administrative and environmental pracl.ices; b. not assign, abrogate or waive any of its obligations under the Subsidiary Agreementl c. maintain records adequate to enable identification of the goods financed out of the procecds of thc Credit, to disclosc thc usc thereof- to record progress of the Project (including the cost thereot) and to reflect.
in accordance with consistently maintained sound accounting practices, the operations and frnancial position of EDSAT and.

d. cooperate fully rvith the MOF to ensure that the purpose of the Credit is accomplished.

ARTICLE V: DISPUTES AND CONSTRUCTION OF THIS AGREEMENT 5.0 This Subsidiary Agreement shall: a) This Subsidiary Agreement shal.l be interpreted and consrrued in accordance with the Laws of the Repubtic of Sierra Leone.
b) In the case of conflict between this Subsidiary Agreement and the Agreenrent, the Agreement shall prevail.

c; All disputes, ditlerences and questions arising under this Subsidiary Agreement shall be settled amicably, with the opinion of the Attorney General and Ministry of Justice of the Republic of Sierra Leone being final in said dispute.
ARTICLE VI: ADDRESS AND MISCELLANEOUS 6.0 Any notice required or permitted to be given under this Subsidiarl Agreement shall be in rvriting and deemed given and elt'ective once signed and delivered to the following addresses: 4 For the Government of Sierra Leone -l-reasury Building George Street Freetown REPUBI-IC OF SIERRA LEONE Tel: (+232) 76 61 1225 E-rnail : info@mofed.eor.sl Attention: Minister of Finance For the Executing Agency: Electricity Distribution and Suppl/ Authority 5,A.
Highbroad Street, Murray Town Freetown Tel: (+232) 99 69 62 04 E-mai[: ioela h aisormana(dedsa.s I Attention: DirectorGeneral 6.1 6.2 6.3 Any comrnunication between the Parties hereto in connection with this Subsidiary Agreement shalt be made by written communication to the foregoing address.

If the above addresses and/or names are changed, the pafiy concemed shall, within thirty (30) days of the change, notify the other Party hereto in writing of the new addresses and/or natnes.
This Subsidiary Agreement shall conre into lorce and elfect alter its signature by the respective parties.

The PARTIES represent and warrant that the execution of this Subsicliary Agreement has been duly authorized; and its execution is not a breach of either Party's constituting documents or any law governing or affecting the PARTIES.

ARTICLE VII: BINDING EFFECTS 7.0 These obligations hereunder will remain in effect for so long as the Subsidiary Agreement remains effective.
IN WITNESS WHEREOF, the PARTIES hereto have caused this Subsidiary Agreement to be duly executed by their respective authorized officers on the day and year tirsl mentioned above written.

5 FOR THE REPUBLIC OF SIERRA LBONtr '7 I (i \ d" 1 UACOB JUSU A - MINISTER OF FINANCE] FOR ELECTRICITY DISTR]BUTION AND SUPPLY AUTHORITY UoE-LAHAI SORMANA, Ph.D. - DIRECTOR GENERAL l lt I 6