TREATIES AND OTHER INTERNATIONAL ACTS SERIES 13076 

________________________________________________________________________ 

FINANCE 

 Agreement Between the 

UNITED STATES OF AMERICA 

and VIETNAM 

Signed at Hanoi December 9, 1999 
 NOTE BY THE DEPARTMENT OF STATE 

 Pursuant to Public Law 89—497, approved July 8, 1966 

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued 

under the authority of the Secretary of State shall be competent 

 evidence . . . of the treaties, international agreements other than 

treaties, and proclamations by the President of such treaties and 

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime 

jurisdiction, and in all the tribunals and public offices of the 

United States, and of the several States, without any further proof 

or authentication thereof.” 
 VIETNAM 

 Finance 

Agreement signed at Hanoi December 9, 1999; 

Entered into force December 9, 1999. 
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PROJECT INCENTIVE AGREEMENT

BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF THE SOCIALIST REPUBLIC OF VIETNAM

REGARDING THE OPERATIONS OF

THE EXPORT-IMPORT BANK OF THE UNITED STATES IN

VIETNAM

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT

OF THE SOCIALIST REPUBLIC OF VIETNAM;

AFFIRMING their common desire to establish and develop mutually beneficial and

equitable trade and investment cooperation on the basis of mutual respect; and

RECOGNIZING that this objective can be promoted through financing provided or

supported by the Export-Import Bank of the United States ("Ex-Im Bank"), a financial

institution and an agency of the United States of America, in the form of loans,

guarantees, and credit insurance in support of the export of goods and services of United

States origin;

HAVE HEREBY AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein provided.

The term "Financing" refers to any loan, loan guaranty or credit insurance, including

guarantees or insurance against political risks, that may be provided by the Issuer in

connection with a project or other transaction in the territory of Vietnam. The term

"Issuer" refers to Ex-Im Bank and any successor agency of the United States of America.

The term "Taxes" means all present and future taxes and tax-like obligations imposed by

the Government of the Socialist Republic of Vietnam and all liabilities with respect

thereto.
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ARTICLE 2

(a) The Issuer shall not be subject to the regulatory laws of the Socialist

Republic of Vietnam specifically applicable to insurance or financial organizations.

Except to the extent otherwise provided in this Agreement or in other agreements between

the Governments of the United States and the Socialist Republic of Vietnam, the

operations of the Issuer in Vietnam shall be subject to appropriate Vietnamese law and

applicable international law.

(b) As the Issuer is a government agency acting for the purpose of trade

promotion and encouragement and support of investors, all operations and activities

undertaken by the Issuer in connection with any Financing, and all payments, whether of

interest, principal, fees, dividends, premiums or the proceeds from the liquidation of

assets or of any other nature that are made, received or guaranteed by the Issuer in

connection with any Financing shall be exempt from Taxes. The Issuer shall not be

subject to any Taxes in connection with any transfer, succession or other acquisition which

occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof. Any project in

connection with which Financing has been provided shall be subject to applicable

Vietnamese taxes, including in the case of liquidation, but shall be accorded tax treatment

no less favorable than that accorded to similar projects benefitting from the trade or

investment finance programs of any other national or multilateral trade or development

institution which operates in Vietnam.

(c) If the Issuer makes a payment to any person or entity, or exercises its rights

as a creditor or subrogee, in connection with any Financing, the Government of the

Socialist Republic of Vietnam shall recognize the transfer to, or acquisition by, the Issuer

of any cash. accounts, credits, instruments or other assets in connection with such

payment or the exercise of such rights, as well as the succession of the Issuer to any right,

title, claim, privilege or cause of action existing, or which may arise, in connection

therewith.

(d) With respect to any interests transferred to the Issuer or any interests to

which the Issuer succeeds under this Article, the Issuer shall assert no greater rights than

those of the person or entity from whom such interests were received, provided that

nothing in this Agreement shall limit the right of the Government of the United States of

America to assert a claim under international law in its sovereign capacity, as distinct from

any rights it may have as the Issuer pursuant to paragraph (c) of this Article.

(e) Recognizing that Financing will normally be in the form of, or in support of,

debt investments denominated in currencies other than that of the Socialist Republic of

Vietnam, all approvals issued by the Government of the Socialist Republic of Vietnam, or any

agency or instrumentality thereof, for the establishment and use of accounts in financial

institutions outside of Vietnam for the purpose of accumulating foreign currency reserves and

making operating expense and debt service payments by a project that has received Financing

shall be irrevocable and remain in full force and effect for the given period of the license (i.e.,

until the expiration of the repayment period) or so long as such Financing remains outstanding

except where such account is used for purposes other than those specified in the license.
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ARTICLE 3

(a) Amounts in the currency of the Socialist Republic of Vietnam, including

cash, accounts, credits, instruments or otherwise, acquired by the Issuer upon making a

payment, or upon the exercise of its rights as a creditor, in connection with any Financing

provided by the Issuer for a project in Vietnam, shall be accorded treatment in the

territory of the Socialist Republic of Vietnam no less favorable as to use and conversion

than the treatment to which such funds would have been entitled in the hands of the

person or entity from which the Issuer acquired such amounts.

(b) Such currency and credits may be transferred by the Issuer to any person or

entity and upon such transfer shall be freely available for use by such person or entity in

the territory of the Socialist Republic of Vietnam in accordance with its laws.

ARTICLE 4

Neither the Government of the Socialist Republic of Vietnam nor any agency or

instrumentality thereof will either: (i) terminate, or prevent the exercise or enforcement

of, legal rights underlying any Financing, including without limitation, enforcement of

debt obligations in connection with Financing and collateral security arrangements

established to support such debt obligations; or (ii) take or permit to be taken any action

that (x) prevents the legal operation of a project receiving Financing or (y) constitutes or

results in the confiscation or expropriation of all or any material portion of the property of

such a project. If, however, the Government of the Socialist Republic of Vietnam, or any

agency or instrumentality thereof, should nonetheless, with respect to any project that has

received Financing, take, or permit to be taken, any such action as is described in the

preceding sentence, the Government of the Socialist Republic of Vietnam hereby agrees to

be deemed to have guaranteed, with its full faith and credit, repayment of the debt

obligations outstanding in connection with such Financing for such project.

ARTICLE 5

(a) Any dispute between the Government of the United States of America and

the Government of the Socialist Republic of Vietnam regarding the interpretation of this

Agreement or which, in the opinion of either party hereto, presents a question of

international law arising out of any project or activity for which Financing has been

provided shall be resolved, insofar as possible, through negotiations between the two

Governments. If, six months following a request for negotiations hereunder, the two

Governments have not resolved the dispute, the dispute, including the question of

whether such dispute presents a question of international law, shall be submitted, at the

initiative of either Government, to an arbitral tribunal for resolution in accordance with

paragraph (b) of this Article.
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(b)	The arbitral tribunal referred to in paragraph (a) of this Article shall be

established and shall function as follows:

(i) Each Government shall appoint one arbitrator. These two

arbitrators shall by agreement designate a president of the tribunal who shall be a

citizen of a third state and whose appointment shall be subject to acceptance by the

two Governments. The arbitrators shall be appointed within three months, and

the president within six months, of the date of receipt of either Government's

request for arbitration. If the appointments are not made within the foregoing

time limits, either Government may, in the absence of any other agreement,

request the Secretary-General of the International Centre for the Settlement of

Investment Disputes to make the necessary appointment or appointments. Both

Governments hereby agree to accept such appointment or appointments.

(ii) Decisions of the arbitral tribunal shall be made by majority vote and

shall be based on the applicable principles and rules of international law. Its

decision shall be final and binding.

(iii) During the proceedings, each Government shall bear the expense of

its arbitrator and of its representation in the proceedings before the tribunal,

whereas the expenses of the president and other costs of the arbitration shall be

paid in equal parts by the two Governments. In its award, the arbitral tribunal may

reallocate expenses and costs between the two Governments.

(iv) In all other matters, the arbitral tribunal shall regulate its own

procedures.

ARTICLE 6

(a) This Agreement shall enter into force from the date of the second signature

set forth below.

(b) This Agreement shall continue in force until six months from the date of a

receipt of a note by which one Government informs the other of an intent to terminate

this Agreement. In such event, the provisions of this Agreement shall, with respect to

Financing provided while this Agreement was in force, remain in force so long as such

Financing remains outstanding, but in no case longer than twenty years after the

termination of this Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective

Governments, have signed this Agreement.
Jackie M. Clegg

Vice Chair

Export-Import Bank

of the United States

Duong Thu Huong

Deputy Governor

State Bank of Vietnam

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DONE on behalf of the Government of the United States of America in Hanoi on

the 9th day of December, 1999; and

DONE on behalf of the Government of the Socialist Republic of Vietnam in Hanoi

on the 9th day of December, 1999.

This Agreement is made in duplicate, in the English and Vietnamese languages, both texts

being equally authentic.

FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA

FOR THE GOVERNMENT OF

THE SOCIALIST REPUBLIC OF VIETNAM