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US EMBASSY ABUJA. @

PHONE NO. : 234 9 5238353 @e Dec. 28 1999 @3:52PM PS

ARTICLE § :

(a) This Agreement shall enter into force on the date on which the Govemment of
The Federal Republic of Nigeria notifies the Government of The United States of
America that all Icgal requirements for entry into force of this Agreement have been
fulfilled, |

(b) This Agreement shall continue in force until six months from the date of a
receipt of a note by which onc Government informs the other of an intent to terminate
this Agreement. In such event, the provisions of this Agreement shall, with respect to
Investment Support provided while this Agreement was in force, remain in force so long
as such Investment Support remains outstanding but in no case longer than twenty years
after the termination of this Agrecment. |

(¢) Upon entry into force, this Agreement shall supersede the Investment
Guarantee Agreement between the Government of the United Sates of America and the :.
Federal Military Government of the Federal Republic of Nigeria signed-at Lagos on :
August 3, 1974 together with the agreed minute thereto and the diplomatic notes - 2
exchanged on August 6, 1986 and September 10, 1986. Any matter relating to support by
OPIC of investments in the territory of the Federal Republic of Nigeria! prior to the entry:

into force of this Agreement shall be resolved under the terms of this Agreement

IN WITNESS WHEREOE, the undersigned, duly authorized by their respective
Governments, have signed this Agreement. | _

DONE at Abuja, Nigeria on the 6th day of December, 1999, in Huplicate, bot!
the English language, both texts being equally authentic. | ee

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FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF THE | .
UNITED STATES OF AMERICA FEDERAL REPUBLIC OF NIGERIA

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3 BUIA. r) PHONE NO. : 234 9 5230353 ) Dec. 28 1999 83:58PM P2

INVESTMENT INCENTIVE AGREEMENT

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THE GOVERNMENT OF THE UNITED STATES OF AMERICA —
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BETWEEN

AND |

THE GOVERNMENT OF THE FEDERAL REPUBLIC OF NIGERIA

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‘THE GOVERNMENT OF THE UNITED STATES OF ube and THE
GOVERNMENT OF THE FEDERAL REPUBLIC OF NIGERIA; a OS

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AFFIRMING their common desire to encourage economic activities in the _—
Federal Republic of Nigeria that promote the development of the ecorlomic resources and
productive capacities of The Federal Republic of Nigeria; and

RECOGNIZING that this objective can be promoted through investment support
provided by the Overseas Private Investment Corporation ("OPIC"), a development : »
institution and an agency of the United States of America, in the form'of investment
insurance and reinsurance, debt and equity investments and investment guaranties;

HAVE AGREED as follows: |
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. ARTICLE1 > |
As used in this Agreement, the following terms have the =

provided. The term "Investment Support" refers to any debt or equit
investment guaranty, and any investment insurance or reinsurance whic!
the Issuer in connection with a project in the territory of The Federal -Republi
The term "Issuer" refers to OPIC and any successor agency of the United Stat
America, and any agent of either. ‘The term "Taxes" means all present and. fut
levies, imposts, stamps, duties, and charges, whether direct or indirect,
Federal Republic of Nigeria and all liabilities with respect thereto.

ARTICLE 2

The two Governments confirm their understanding that the Isles activi
governmental in nature and therefore:


FROM’:

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(a) The Issuer shall not be subject to regulation under the laws of The Federal
Republic of Nigeria applicable to insurance of financial organizations, put, in the
provision of Investment Support, shall be afforded all rights and have access to all
remedies of any such entity, whether domestic, foreign, or multitateral)

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(b) The Issucr, all operations and activities undertaken by the Issuer in
connection with any Investment Support, and all payments, whethcr ofjinterest, 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
Investment Support shall be exempt from Taxes, whether imposed directly on the Issuer
or payable in the first instance by others. Neither projects receiving Investment Support
nor investors in such projects shall be cxempt from Taxes by operation! of this Article,
provided, however, that any Investment Support shall be accorded tax {reatment no less"
favorable than that accorded to the investment support of any other national or oO
multilateral development institution which operates in The Federal Republic of Nigeria.
The Issuer shall not be subject to Taxes in connection with any transfet, succession, or
other acquisition which occurs pursuant to paragraph (c) of this Article/or paragraph (a)
of Article 3 hereof, but obligations for Taxes previously accrued and unpaid with respect
to interests received by the Issuer shall not be extinguished as a result df such transfer, “_
succession, or other acquisition. oe

as a creditor or subrogee, in connection with any Investment Support, {he Governmeht of.
‘The Federal Republic of Nigeria shall recognize the transfer to, or acquisition by,

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 connect
therewith. .

(c) If the Issuer makes a payment to any person or entity, or “heey its right

(d) With respect to any interests transferred to the Issuer or any interests to wi
the Issuer succeeds under this Article, the Issuer shall assert no greater tights that tho:
the person or entity from whom such interests were received, provided ithat
this Agreement shall limnit the right of the Government of the United S tes Of,
assert a claim under international law in its sovereign capacity, as distinct from
it may have as the Issuer pursuant to paragraph (c ) of this Article. , ,

ARTICLE 3 |

(a) Amounts in the currency of The Federal Republic of Nigeria, includi
accounts, credits, instruments, or otherwise, acquired by the Issuer upo} 1 making
payment, or upon the exercise of its rights as a creditor, in connection with any
Investment Support provided by the Issuer for a project in The Federal |Republic
Nigeria, shall be accorded treatment in the territory of The Federal Re: jublic 0
no less favorable as to use and conversion than the treatment to which such furid:
have been entitled in the hands of the person or entity from which the I:
such amounts. {

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(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 Federal Republic of Nigeria in accordance with its laws.

ARTICLE 4
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(a) Any dispute between the Government of The United States of America and
the Government of The Federal Republic of Nigeria 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 Investment Support 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 artbitral tribunal referred to in paragraph (a) of this Article shall be ° -
established and shall function as follows: ane

(i) Each Government shall appoint one arbitrator. These two arbitrator
shall by agrecment 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 preside! it within
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:
the absence of any other agreement, request the Sccrctary-General of the Internatio:
Centre for the Settlement of Investment Disputes to make the necessary appoi
appointments. Both Governments hereby agree to accept such appointment.
appointments. H

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

based on the applicable principles and rules of international law. Its decision :
final and binding. — “

(iii) During the proceedings, each Government shall bear the expense of its .
arbitrator and of its representation in the proccedings before the trib 1, wher:
expenses of the president and other costs of the arbitration shall be paid.in equal pa
the two Governments. In its award, the arbitral tribunal may rallocatd expenses and.
costs between the two Governments.

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