ARTICLE 5

(a) This Agreement shall enter into force on the date on which the
Government of the Republic of Seychelles notifies the Government
of the United States of America that all 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 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.

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DonE at Victoria, Seychelles, this fe)

FEORUKCY , 2012.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF
UNITED STATES OF AMERICA THE REPUBLIC OF SEYCHELLES

Mr. Troy Fitrell
Chargé d’ Affaires
Embassy of the United States of of the Republic of Seychelles
America, Port Louis, Mauritius



(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.

i. 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.



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

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF
THE REPUBLIC OF SEYCHELLES (the “Parties”);

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

ACKNOWLEDGING that diverse forms of assistance and support are
important to the economic revitalization of the Republic of
Seychelles; 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:

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 Republic of
Seychelles. The term “Taxes” means all present and future taxes,
levies, imposts, stamps, duties and charges, whether direct or
indirect, imposed in the Republic of Seychelles and all liabilities with
respect thereto.

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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
Republic of Seychelles 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
Republic of Seychelles. 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 Republic of
Seychelles shall recognize the transfer to, or acquisition 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.

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(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 Republic of Seychelles, 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 Republic of Seychelles,
shall be accorded treatment in the territory of the Republic of
Seychelles 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 Republic of Seychelles
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 Republic of Seychelles
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.

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