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_ ARTICLE 5 ~

(a) This Agreement shall enter into force on the date of signature.

(b) This Agreement shall continue in force until six months from the date of a receipt
of a note by which one Govemment 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

Agreement.

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

DONE at Washington, District of Columbia, on the Foes of Tuly , 1999, in
duplicate, in the English language.

FOR THE GOVERNMENT OF
THE UNITED STATES OF

@ ° AMERICA:
Ly



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

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF
THE ARAB REPUBLIC OF EGYPT;

AFFIRMING their common desire to encourage economic activities in the Arab Republic
of Egypt that promote the development of the economic resources and productive capacities of
the Arab Republic of Egypt; 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 Arab Republic of Egypt. 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, stamps, duties and charges, whether direct or
indirect, imposed in the Arab Republic of Egypt and all liabilities with respect thereto.

ARTICLE 2

The two Governments 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 Arab Republic of
Egypt 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.


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(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 Arab Republic of
Egypt. 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 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 Arab
Republic of Egypt 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
intemational law in its sovereign capacity, as distinct from any rights it may have as the Issuer
pursuant to paragraph (c) of this Article.

ARTICLE 3

(a) | Amounts in the currency of the Arab Republic of Egypt, including cash, accounts,
credits, instruments or otherwise, acquired by the Issuer upon making a payment, or upon the
exercise of its rights as creditor, in connection with any Investment Support provided by the
Issuer for a project in the Arab Republic of Egypt, shall be accorded treatment in the territory of
the Arab Republic of Egypt 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.

(bo) 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 Arab Republic of Egypt in accordance with its laws.


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ARTICLE 4 ~

(a) Any dispute between the Government of the United States of America and the
Government of the Arab Republic of Egypt 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:

@) 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,

Gii) 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.