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

Done at Washington, District of Columbia, United States of America, on the 26th
day of February, 1999, in duplicate, both texts being equally authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA THE REPUBLIC OF GHANA
_ -
OmneLrR Sty vet by
George Myfoz/ Honorable Dr. John Frank Abu
President ~~ Minister of Trade and Industry

Overseas Private Investment Corporation



INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND

THE GOVERNMENT OF THE REPUBLIC OF GHANA

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE
GOVERNMENT OF THE REPUBLIC OF GHANA;

AFFIRMING their common desire to encourage economic activities in the Republic
of Ghana that promote the development of the economic resources and productive
capacities of the Republic of Ghana; 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:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein
provided. The term "Investment Support" refers to any debt or equity investment, any
investment guaranty and any investment insurance or reinsurance which is provided by
the Issuer in connection with a project in the territory of the Republic of Ghana. The term
"Issuer" refers to OPIC and any successor agency of the United States of America, and
any agent of either. The term "Taxes" means all present and future taxes, levies, imposts,
stamp taxes and duties and other duties and charges imposed in the Republic of Ghana
and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the laws of the Republic
of Ghana applicable to insurance or financial organizations.

(b) All operations and activities undertaken by the Issuer in connection with
any Investment Support, 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 Investment Support
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 (d)
of this Article or Article 3(a) hereof. Any project in connection with which Investment
Support has been provided shall be accorded tax treatment no less favorable than that
accorded to similar projects benefiting from any other investment support program of
similar nature which operates in the Republic of Ghana.



(c) For the avoidance of doubt, enterprises or independent contractors
registered under the laws of Ghana which may execute projects or contracts with OPIC
Investment Support shall be liable to tax on income accruing from their operations in
accordance with the laws of Ghana.

(4) _If the Issuer makes a payment to any person or entity, or exercises its
rights as a creditor or subrogee, in connection with any Investment Support, the
Government of the Republic of Ghana 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.

(©) 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 (d) of this Article.

ARTICLE 3

(a) Amounts in the currency of the Republic of Ghana, 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
Investment Support provided by the Issuer for a project in the Republic of Ghana, shall be
accorded treatment in the territory of the Republic of Ghana 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, subject to the tax laws of
the Republic of Ghana, by such person or entity in the territory of the Republic of Ghana
in accordance with its laws.

ARTICLE 4

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

(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, applying the arbitration rules of the United Nations Commission on
International Trade Law (UNCITRAL) to the extent that the arbitral tribunal
considers them appropriate.

ARTICLE 5

(a) This Agreement shall enter into force on the date on which the
Government of the Republic of Ghana notifies the Government of the United States of
America that all necessary legal 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 one 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 any case not longer than twenty
years after the termination of this Agreement.

(c) Upon entry into force, this Agreement shall supersede the agreement on
investment guaranties between the Government of the United States of America and the
Government of the Republic of Ghana effected by exchange of notes signed at Accra on
September 30, 1958 and supplemented by an exchange of notes signed at Accra on March
3, 1967. Any matter concerning the Republic of Ghana relating to support by OPIC of
investments in the territory of the Republic of Ghana prior to the entry into force of this
Agreement shall be resolved under the terms of this Agreement.