(b) The tribunal referred to in paragraph (a) of this Article shall be established
and shall function as follows:

(i) Unless the Parties agree otherwise, the tribunal shall comprise three
arbitrators, one arbitrator appointed by each Party and the third, who shall be a
citizen of a third state and the presiding arbitrator, appointed by agreement of the
Parties. The Party-appointed arbitrators shall be appointed within three months,
and the presiding arbitrator within six months, of the date the dispute is submitted
to arbitration. If the appointments are not made within the foregoing time limits,
either Party 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.

(ii) In the absence of an agreement by the Parties to the contrary, the
UNCITRAL Arbitration Rules shall govern the arbitration, except as modified by
the Parties or this Agreement.

(iii) | The tribunal shall decide the issues in dispute in accordance with
this Agreement, applicable rules of international law and, as necessary, relevant
rules of applicable municipal law.

(iv) The decision or award of the tribunal shall be made by at least two
of its members, be in writing, and state the reasons on which it is based.

(v) The decision or award made by the tribunal shall have no binding
force except between the Parties and in respect of the particular dispute. Each
Party shall abide by and comply with the terms of the decision or award without
delay.

(vi) Expenses incurred by the arbitrators and the president, and other
costs of the proceedings, shall be paid for equally by the Parties. In its decision or
award, the tribunal may, in its discretion, reallocate expenses and costs between
the Parties, including directing that a higher proportion of the costs be paid by one
of the Parties.

ARTICLE 5

(a) This Agreement shall enter into force on the date on which the Government of
the Hashemite Kingdom of Jordan notifies the Government of the United States of
America that all legal requirements for entry into force of this Agreement have been
fulfilled.

(b) Upon entry into force, this Agreement shall supersede the agreement
between the United States of America and Jordan effected by exchange of notes signed at


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Amman July 10 and September 24, 1956, the agreement between the United States of
America and Jordan effected by exchange of notes signed at Amman November 20, 1957
and February 22, 1958 amending that agreement, and the agreement between the United
States of America and Jordan effected by exchange of notes signed at Amman June 25,
1963 relating to the agreement of July 10 and September 24, 1956, as amended. Any
matter relating to support by OPIC of projects in the territory of the Hashemite Kingdom
of Jordan prior to the entry into force of this Agreement shall be resolved under the terms
of this Agreement.

(c) This Agreement shall continue in force until six months from the date of a
receipt of a note by which one Party informs the other of its intent to terminate this
Agreement. In such event, the provisions of this Agreement shall, with respect to
Investment Support provided prior to or 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 Agreement.

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

Done at Amman, Jordan in duplicate, this 7th day of February, 2007, in the
Arabic and English languages, each text being equally authentic.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF
UNITED STATES OF AMERICA THE HASHEMITE KINGDOM OF
JORDAN
bd Robert Mosbacher, Jr. HLE. Salem Al Khazaleh

CEO P) Minister of Industry and Trade

fai

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Tre HASHEMITE KINGDOM OF JORDAN

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

AND

THE GOVERNMENT OF THE HASHEMITE
KINGDOM OF JORDAN


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by, the Issuer and any Coinsurer 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 and any Coinsurer 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 a Coinsurer or any
interests to which the Issuer or a Coinsurer succeeds under this Article, in its own right or
otherwise, 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 United States 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. No Coinsurer shall be entitled to the benefits of this Agreement unless it is
acting through, or its interests have been assigned to, the Issuer.

ARTICLE 3

(a) Amounts in the currency of the Hashemite Kingdom of Jordan, including
cash, accounts, credits, instruments or otherwise, acquired by the Issuer (or by the Issuer
and any Coinsurer) upon making a payment, or upon the exercise of its rights as a
creditor, in connection with any Investment Support for a project in the Hashemite
Kingdom of Jordan, shall be accorded treatment in the territory of the Hashemite
Kingdom of Jordan 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 such amounts were acquired.

(b) Such currency and credits may be transferred 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 Hashemite Kingdom of Jordan in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Parties regarding the interpretation or application
of this Agreement or regarding a claim, in connection with any project or activity for
which Investment Support has been provided, for loss to the Issuer resulting from a
violation of international law or wrongful act by the Hashemite Kingdom of Jordan
should be resolved, insofar as possible, through negotiations between the Parties. If at
any time either Party considers that the dispute cannot be resolved through negotiations,
it may, upon 90 days notice and without any requirement to exhaust other remedies,
submit the dispute to arbitration for a binding decision or award by a tribunal in
accordance with paragraph (b) of this Article.


ARTICLE 1

As used in this Agreement, the following terms have the meanings herein
provided. The term “Issuer” refers to OPIC and any successor agency of the United
States of America, and any agent of either. The term “Investment Support” refers to any
debt or equity investment, any investment guaranty and any investment insurance,
reinsurance or coinsurance which is provided by the Issuer (or, in the case of
coinsurance, is provided by the Issuer and commercial insurance companies
(“Coinsurers”) under coinsurance arrangements under which the Issuer acts both for itself
and for such Coinsurers) in connection with a project in the territory of the Hashemite
Kingdom of Jordan. The term “Taxes” means all present and future taxes, levies,
imposts, stamps, duties and charges, whether direct or indirect, imposed in the Hashemite
Kingdom of Jordan and all liabilities with respect thereto.

ARTICLE 2

The Parties confirm their understanding that the Issuer’s activities are
governmental in nature and therefore:

(a) The Issuer shall not be subject to regulation under the laws of the
Hashemite Kingdom of Jordan applicable to insurance or financial organizations, but, 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 multilateral.

(b) The Issuer, 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, 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 exempt from Taxes by operation of this Article,
provided, however, that any Investment Support shall be accorded tax treatment no less
favorable than that accorded to the investment support of any other national or
multilateral development institution which operates in the Hashemite Kingdom of Jordan.
The Issuer shall not be subject to Taxes in connection with any transfer, succession or
other acquisition which occurs pursuant to paragraph (c) of this Article or Article 3(a)
hereof, but obligations for Taxes previously accrued and unpaid with respect to interests
received by the Issuer shall not be extinguished as a result of such transfer, succession or
other acquisition.

(c) If the Issuer, alone or with a Coinsurer, makes a payment to any person or
entity, or exercises its rights as a creditor or subrogee, in connection with any Investment
Support, the Hashemite Kingdom of Jordan shall recognize the transfer to, or acquisition


THE HasHEMITE KINGDOM OF JORDAN

INVESTMENT INCENTIVE AGREEMENT
BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF THE HASHEMITE KINGDOM OF JORDAN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF
THE HASHEMITE KINGDOM OF JORDAN (the “Parties”);

AFFIRMING their common desire to encourage economic activities in Hashemite
Kingdom of Jordan that promote the development of the economic resources and
productive capacities of the Hashemite Kingdom of Jordan;

ACKNOWLEDGING that diverse forms of assistance and support are important to
the economic revitalization of the Hashemite Kingdom of Jordan; and

RECOGNIZING that the Overseas Private Investment Corporation (“OPIC”), a
development institution and an agency of the United States of America, can be
instrumental in achieving these objectives through its provision of investment insurance,
coinsurance and reinsurance, debt and equity investments and investment guaranties;

HAVE AGREED as follows:


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