OPIC Form 52 blackline edits

FOR REFERENCE ONLY – THIS FORM IS TO BE COMPLETED ONLINE – PAPER SUBMISSIONS WILL NOT BE ACCEPTED

Application for Political Risk Insurance (Form 52)

OMB No.: 3420-0011

Expiration Date: 7/31/2015

Overseas Private Investment Corporation

1100 New York Avenue, NW Washington, DC 20527-0001 An Agency of the United States Government

NOTICE: This form requests from potential OPIC clients information that is required by OPIC’s governing legislation - the Foreign Assistance Act of 1961, Title IV, as amended (“FAA”) - to assist OPIC in determining whether applicants meet eligibility criteria for OPIC political risk insurance. Complete responses to the questions on this form are required to apply for OPIC insurance benefits under the FAA.

Responses to questions which call for estimates or projections should take the form of good faith statements made to the best of the applicant’s knowledge and belief. Statements of fact provided to OPIC in this document must be accurate as of the date of execution of this document. In addition to other rights and remedies available to OPIC, misrepresentations or failure to disclose relevant information may result in criminal prosecution pursuant to 22 USC 2197(n), as well as cancellation of insurance if a policy is issued. Neither submission nor acceptance of this application implies that the project is eligible for insurance or that insurance will be provided.

Client information contained in this form will be deemed designated as confidential commercial information in accordance with OPIC's Freedom of Information Act (FOIA) regulations (22 CFR 706), and will be treated as confidential commercial information to the extent permitted by applicable law. As a federal agency, OPIC may not collect, or sponsor the collection of, information unless it displays a valid OMB Control Number with an expiration date that has not expired.

Paperwork Reduction Act Notice: This information is required to obtain benefits. The public reporting burden for this collection of information is estimated to average 3 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspects of this collection of information, including suggestions for reducing this burden, to Agency Clearance Officer, 1100 New York Ave., NW, Washington, DC, 20527 and Regulatory Affairs, Office of Management and Budget, New Executive Office Building, Room 10202, Washington, D.C. 20503.

Application for Political Risk Insurance (Form 52)

INSTRUCTIONS:

1. All applicants must fill out a complete application

2. All applicants must provide the certifications requested

3. If you use an attachment to answer any of the questions in this application, please write “see Attachment” in the appropriate answer block and indicate the corresponding question number on your attachment.

4. All applicants applying for OPIC insurance must sign this application. If an Investor is applying for OPIC insurance on behalf of other eligible Investors, OPIC also will require the ultimate beneficiary Investors to sign this application.

QUESTION 1: Identify the Investor

Name of Investor:

OPIC Insurance Registration Number:

(See OPIC registration notification for assigned number.)

Address:

City:

State:

Zip/Postal Code:

Country:

Telephone:

Fax:

E-Mail:

Website:

Occupation (if individual):

Location of registration/incorporation (if entity):

DUNS number:

QUESTION 2 (for each investor listed above): Type of Investor (check one investor type only)

Entity Organized Under U.S. Law

Is more than 50% of both the total equity interest and each class of equity interests issued by

the Investor and outstanding on the date hereof beneficially owned by U.S. citizens? (If No, please contact OPIC before proceeding.)

Is this entity a minority-owned business?

Is this entity a women-owned business?

Individual Investor

Is the Investor a citizen of the United States? (If No, please contact OPIC before proceeding.)

Entity Organized Outside of the United States

If organized other than as a corporation, is 100% of both the total equity interest and each

class of shares or equity interests issued by the Investor and outstanding beneficially owned by

U.S. citizens? (If No, please contact OPIC before proceeding.)

If organized as a corporation, is 95% or more of both the total equity interest and each class of

shares or equity interests issued by the Investor and outstanding beneficially owned U.S. citizens? (If No, please contact OPIC before proceeding.)

Non-Profit/Non-Governmental Organization organized under U.S. Law

Is more than 50% of the Board of Directors composed of U.S. citizens?

Non-Profit/Non-Governmental Organization organized outside of the U.S.

Is 100% of the Board of Directors composed of U.S. citizens?

* OPIC deems a corporation organized under the laws of the U.S. or its states or territories to be beneficially owned by U.S. citizens if more than 50 percent of each class of its issued and outstanding stock is owned by U.S. citizens either directly or beneficially

Name of Person OPIC should contact for information:

Title:

Company:

Address:

City:

State:

Zip/Postal Code:

Country:

Telephone:

Fax:

E-Mail:

QUESTION 4: How Did You Learn About OPIC and its Services?

OPIC Web site or other social media (Facebook, Twitter, etc.)

OPIC sponsored workshop or event

OPIC speaker at an industry event

Other government agency (e.g. State/Embassy, Commerce, Treasury, TDA, SBA, USEXIM, etc.)

Insurance broker

Current or former OPIC clients

Other (please explain)

OPIC strongly encourages Investors to consider carefully the availability of private political risk insurance for their investments abroad. OPIC only offers insurance to Investors who, having investigated the possibility of obtaining insurance from private political risk insurers, decide to pursue OPIC insurance because private insurance is not available on terms sufficient to make the investment viable for the Investor, or because of specific benefits OPIC participation will bring to the investment.

QUESTION 5: Have you sought political risk insurance from the U.S. private political risk insurance market for the project?

Yes

No

QUESTION 6a: If private political risk insurance is available, is it in the amount necessary and on terms sufficient for the project’s viability?

Yes

No

QUESTION 6b: If Yes, please explain why political risk insurance is being sought from OPIC. If No, please explain.

QUESTION 7: Project Description

• Briefly describe the project and investment structure.

• Please attach a copy of information memoranda, business plans, investment structure diagram or other descriptions of the project that would be helpful to OPIC’s understanding of the project. Please also include a description (or a copy) of the project’s plans for 1) environmental and social due diligence, mitigation, and monitoring processes; 2) consultation with project-affected communities (including disadvantaged and vulnerable groups); and 3) access to accountability and remedy for negative project impacts on individuals and communities. Also provide copies of any project documentation such as company charter, joint venture documents, loan agreements, technical assistance agreements, management service agreements, lease agreements, loan guaranties, licenses or agreements with the host government, etc. All documentation must be in English.

• If entering into a contract to provide goods/services to a foreign government, please indicate total amount, date contract was/will be signed, and approximate date work will commence. Please attach a copy of the contract as well.

QUESTION 8: Please specify whether this project is:

An expansion of an existing enterprise

A new (greenfield) enterprise

A privatization of a state-owned company

Other (please explain)

QUESTION 9: Where is the project located? (If in a remote location, please include GPS coordinates or attach a map showing the location.)

QUESTION 10: Name of the entity (the “Foreign Enterprise”) in the host country into which the investment will be made:

Foreign Enterprise: Address:

City:

Postal Code: Country: Telephone: Fax:

E-Mail:

QUESTION 11: Government Involvement

• Describe any host government involvement in the project such as any contracts, concession, or licenses from the government, any planned government purchasing or supplying, or any form of joint venture with the government.

• If entering into a contract to provide goods/services to a foreign government, give the name and address of the department or agency involved. Briefly describe any previous experience the Investor has had with this foreign government.

QUESTION 12: Current and Past Disputes

Please identify and describe briefly any current or past disputes with respect to this project that involve any agency or instrumentality of the host government. Include all disputes that involved or currently involve the Investor, the Foreign Enterprise, or any participants in the project.

Initial Investment
Subsequent Investments
Expected date that commercial operations will begin

OPIC seeks to ensure that American insurance companies have an opportunity to compete for transportation insurance business associated with the export of goods to projects supported by OPIC programs. To encourage fair and open competition for this business, OPIC requires certain certifications from investors receiving OPIC insurance. Please complete section A, B, or C below, whichever is applicable.

1. No such certification is required if an Investor receiving OPIC insurance does not have a controlling interest in fact in the Project Company.* If the Investor receiving OPIC insurance does not have a controlling interest in fact in the Project Company, please check the box below.

   • The Investor receiving OPIC insurance does not have a controlling interest in fact in the Project Company.

2. In those instances where the Investor does have or will have a controlling interest in fact in the Project Company, OPIC requires that the Investor certify that each contract for the export of goods from the United States in connection with the establishment of the Project contain a clause requiring that United States insurance companies have a fair and open competitive opportunity to provide insurance against risk of loss for such export of goods. If the Investor is able to so certify, please check the box below.

   • The undersigned certifies that each contract for the export of goods from the United States in connection with the establishment of the Project does have or will have a clause requiring that U.S. insurance companies have a fair and open competitive bid opportunity to provide insurance against risk of loss for such exports.

C. In those instances where the Investor does have or will have a controlling interest in fact in the Project Company, but is unable to provide the certification requested immediately above, please check one of the boxes below and provide details, explaining why you cannot do so at this time. In providing an explanation, please make specific references, as applicable, to project country, legal or other impediments.

• Laws of the project country prohibit use of American insurance services for transportation insurance.

• There are no U.S. exports associated with the establishment of this Project.

• All transportation insurance associated with the export of U.S. goods to the Project is or will be arranged through the Investor’s worldwide insurance program. It is not practicable to alter these arrangements for

U.S. exports to the Project.

• All transaction insurance associated with the export of U.S. goods to the Project is or will be arranged by a Project participant who is other than the Investor under such Project participant’s insurance provider(s). It is not practicable to alter these arrangements for U.S. exports to the Project.

• Other (Please explain):

*Having a “controlling interest” means having possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of partnership interests or voting security, by contract or otherwise.

Investor Representations (to be made by each investor listed in Question 1)
1.	Eligibility to conduct business with the United States Government
	Is the Investor, any related party or affiliate of the Investor, or any supplier to the project currently suspended, debarred or voluntarily excluded from procurement or non-procurement dealings with the United States Government (Executive Order 12549 February 18, 1986, 51 CFR 6370)? (If Yes, please contact OPIC before proceeding.)			Yes			No
2.	Foreign Corrupt Practices Act*
a.	To the best of the Investor’s knowledge after due inquiry, has the Investor ever been the subject of an investigation under the Foreign Corrupt Practices Act of 1977, (as amended)? (If Yes, please contact OPIC before proceeding.)			Yes			No
b.	Has the Investor been convicted of, or been party to a final adverse administrative determination of, an offense under the Foreign Corrupt Practices Act of 1977, (as amended)? (If Yes, please attach explanation.)			Yes			No
c.	To the best of the Investor’s knowledge after due inquiry, has the project been established (e.g., obtained licenses, approvals, permits, etc.) in compliance with all applicable laws pertaining to corrupt practices? (If No, please attach explanation.)			Yes			No
d.	Has the Investor established and maintained internal management and accounting practices and controls that are adequate to ensure compliance with all applicable laws pertaining to corrupt practices? (If No, please attach explanation.)			Yes			No
e.	Will the Project be carried out in compliance with all applicable laws, including those pertaining to corrupt practices? (If No, please attach explanation.)			Yes			No
f.	Has the Investor, or an authorized officer of the Investor, read and understood the OPIC Anti-Corruption Policies and Strategies Handbook, dated September 2006 as amended from time to time**? (If No, please contract OPIC.)			Yes			No
g.	Has the Investor provided a copy of the Anti-Corruption Handbook to all officers of the Investor and the Foreign Enterprise directly involved in the management of the project? (If No, please explain.)			Yes			No
3.	Is the Investor, or any officer or director of the Investor:
a.	presently under indictment? (If Yes, please contact OPIC before proceeding.)			Yes			No
b.	a party to any consent judgment or agreement with the SEC that restrains or restricts its activities? (If Yes, please contact OPIC before proceeding.)			Yes			No
4.	Has the Investor, or any officer or director of the Investor:
a.	ever been convicted for any criminal offense other than a minor motor violation? (If Yes, please contact OPIC before proceeding.)			Yes			No
b.	ever been found by a court in a civil action or by the SEC or similar U.S. state agency to have violated any U.S. Federal or U.S. state securities law? (If Yes, please contact OPIC before proceeding.)			Yes			No
5.	Has the Investor, the project, or the Foreign Enterprise ever been involved in any substantive litigation or dispute resolution, including any community dispute or complaint resolution processes that have occurred or are occurring? (If Yes, please contact OPIC before proceeding.)			Yes			No

* OPIC, as an agency of the U.S. Government, does not support projects that involve illicit payments.

** The OPIC Anti-Corruption Policies and Strategies Handbook is posted on OPIC’s website at:

^http:^{://www.opic.gov/sites/default/files/docs/opicanticorruptionhandbook0906.pdf.}

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