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AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED



APPROVED SEPTEMBER 18, 2013



PUBLISHED BY AUTHORITY MINISTRY OF FOREIGN AFFAIRS MONROVIA, LIBERIA



PRINTED SEPTEMBER 24, 2013AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED

It is enacted by the Sente and House of Representatives of the Republic of Liberia in Legislature assembled:



SECTION I:

That from and immediately upon the passage of this Act, "AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED" as herein recited below word for word in the authentic English Version be, and the same is hereby ratified.



SECTION II: SHORT TITLE: This Act to Ratify Amendment No. 2 to the Mineral Development Agreement among the Government of the Republic of Liberia and ArcelorMIttal Holdings A.G. and ArcelorMittal Liberia Holdings Limited shall also be cited as the "SECONDO AMENDMENT TO THE ARCELORMITTAL AGREEMENT".



SECTION III: That any and all obligation, convenants, terms and conditions as contained in the above mentioned AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED shall be carried to full completion unless otherwise modified, amended or repealed.



SECTION IV: This Act shall take effect immediately upon the publication into handbill.



ANY LAW TO THE CONTRARY NOTWHITHSTANDING- 2013 -



SECOND SESSION OF THE FIFTY-THIRD LEGISLATURE OF THE REPUBLIC OF LIBERIA



HOUSE'S ENGROSSED BILL NO.49



"AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED"



On Motion, Bill read. On motion, the Bill was adopted on its first reading and sent to Committee Room on Tuesday, May 7, 2013 at the hour of 15:15 GMT



On Motion, Bill read. On Moton, the was Bill was taken back to committee Room for its Second reading on Thursday, August 15, 2013 at the hour of 12:00 GMT



On Motion, the Bill was taken from Committee Room for its third and final reading, and the Bill was adopted, passed into the full force of the law, and ordered engrossed today, Tuesday, September 10, 2013 at the hour of 14:23 GMT



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CHIEF CLERK, HOUSE OF REPRESENTATIVES, R.L.



- 2013 -



SECOND SESSION OF THE FIFTY-THIRD LEGISLATURE OF THE REPUBLIC OF LIBERIA



SENTE'S ENDORSEMENT TO HOUSE'S ENGROSSED BILL NO.49 ENTITLED:



"AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED"



On Motion, Bill read. On motion, the Bill was adopted on its first reading and sent to Committee Room on Thursday, September 12, 2013 @ 13:45 GMT



On Motion, Bill taken from the COmmittee Room for its second reading. On motion, under the suspension of the rule, the second reading of the Bill constituted its third and final reading and the Bill was adopted, passed into the full force of the law and ordered engrossed today, Friday, Septemer 13, 2013 @14:55 GMT



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SECRETARY, LIBERIAN SENATE R.L.- 2013 -



ATTESTATION TO:



"AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED"



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VICE PRESIDENT OF THE REPUBLIC OF LIBERIA / PRESIDENT OF THE SENATE



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SECRETARY, LIBERIAN SENATE



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SPEAKER, HOUSE OF REPRESENTATIVES R.L.



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CHIEF CLERK, HOUSE OF REPRESENTATIVES R.L.THE HONORABLE HOUSE OF REPRESENTATIVE

Capitol Building

P.O, BOx 9005

Monrovia, Liberia

Website: www.legislature.gov.lr





- 2013 - SECOND SESSION OF THE FIFTY-THIRD LEGISLATURE OF THE REPUBLIC OF LIBERIA



SCHEDULE OF HOUSE'S ENROLLED BILL NO.16 ENTITLED



"AN ACT TO RATIFY THE AMENDMENT NO.2 TO THE MINERAL DEVELOPMENT AGREEMENT AMONG THE GOVERNMENT OF THE REPUBLIC OF LIBERIA AND ARCELARMITTAL HOLDINGS A. G. AND ARCELORMITTAL LIBERIA HOLDING LIMITED"



PRESENTED TO THE PRESIDENT OF THE REPUBLIC OF LIBERIA FOR EXECUTE APPROVAL



APPROVED THIS 18D DAY OF SEPTEMBER A.D. 2013



AT THE HOUR OF 3:15 P.M.



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THE PRESIDENT OF THE REPUBLIC OF LIBERIAAMENDMENT Nº2 TO THE MINERAL DEVELOPMENT AGREEMENT



AMONG



THE GOVERNMENT OF THE REPUBLIC OF LIBERIA

AND

ARCELORMITTAL HOLDINGS A.G.

AND

ARCELORMITTAL LIBERIA HOLDINGS LIMITED



MDA Amendment nº2 - 23 January, 2013

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Page 1 of 8Table of Contents



ARTICLE 1 4

Definitions 4

ARTICLE 2 Income Taxation 4

Section 1: General Applicability 4

Section 2: Computation of Taxable Income in Dollars 5

Section 3: Withholding tax on Certain Payment to Nonresidents and Residents 5

Section 4: Interest Deduction 6

Section 5: Depreciation 6

Section 6: Carry Forward Permitted 6

ARTICLE 3 Other Payments to the Government 6

Section 1: Import and Other Payments 6

ARTICLE 4 Entire Agreement 7

ARTICLE 5 GOverning Law 7

ARTICLE 6 Amendment Effective Date 8





MDA Amendment nº2 - 23 January 2013

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Page 2 of 8THIS SECOND AMENDMENT entered into the 23rd day of January, 2013 by and between the Government of the Republic of Liberia, represented by and through the Minister of Finance, Honorable Amara Koneh; the Minister of Lands, Mines and Energy, Honorable Patrick Sendolo; the Chairman of the National Investment Commission, Honorable O. Natty B. Davis; and attested to by the Minister of Justice and Attorney General, Honorable Christiana P. Tah, (hereinafter colectively referred to as the "GOVERNMENT"), ARCELORMITTAL HOLDING A.G. and ARCELORMITTAL LIBERIA HOLDING LIMITED (formerly MITAL STEEL (LIBERIA) HOLDINGS LIMITED), both represented by Mr. Ram CHandra Saraf and Mr. Joseph Mathews, each an authorized signatory, is being made.



TO



THE MINERAL DEVELOPMENT AGREEMENT dated Augus 17, 2015 between the Government of the Republic of Liberia, represented by and through the Minister of FInance, Honorable Dr. Antoinette M. Sayeh; the Minister of Lands MInes and Energy; Dr. Eugene H. Shannon; the Chairman of the National Investiment Commission, Mr Richard TOlbert; and attested to by the Minister of Justice, Cll. Francis Johnson Morris (formerly represented by and through the Minister of Finance, Hon. Lucine M. Kamara; the MInister of Lands MInes and Energy; Hon. Jonathan A. Mason, and the Chairman of the National Investment COmmission, Hon. Roosevelt Quaich and attested to by CLlr. Kabineh M. Ja'NEH, the Minister of Justice and Attorney General) (hereinafter referred to as the "GOVERNMENT") and ARCELORMITTAL HOLDINGS A.G. (formerly MITTAL STEEL HOLDINGS AG), as amended by a first amendment dated December 29, 2006



WITNESSETH



WHEREAS, on August 17, 2005, the GOVERNMENT and ARCELORMITTAL HOLDING A.G. made and entered into a Mineral Development Agreement (MDA), which was duly ratified by the Senate and House of Representatives of the Republic of Liberia, signed by the President of the Republic of Liberia and published in hand bills (the "Agreement");



WHEREAS, on December 28, 2006, the GOVERNMENT, ARCELORMITTAL HOLDINGS A.G. and ARCELORMITTAL LIERIA HOLDINGS LIMITED executed an amendment to certain provision of the aforesaid MDA, which was also duly ratified by the Senate and House of Representatives of the Republic of Liberia, signed by the President of the Republic of Liberia and published in hand bills (the "First Amendment");



WHEREAS, following a series of negotiations and consultations, the GOVERNMENT, ARCELORMITTAL HOLDINGS A.G. and ARCELORMITTAL LIBERIA HOLDINGS LIMITED have agreed to further amend certain provisions of the MDA as amended on December 28, 2006 (the "Second Amendment");



WHEREAS, the Second Amendment herein made is not the amendment contemplate under Article XXXV1, Section 1, Modification and Review of the MDA, which provides for a periodic review once every five years; and



MDA Amendment nº2 - 23 January 2013

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Page 3 of 8WHEREAS, Article XXXV, Entire Agreement Modifications, Section 2, "Amendments" provides that any modification or amendment of any of the terms and condition of the MDA shall be by the mutually written agreemtn of the parties thereto;



NOW THEREFORE, and in consideration of their mutual obligations, promises, and covenants, the GOVERNMENT, ARCELORMITTAL HOLDINGS AG. and ARCELORMITTAL LIBERIA HOLDINGS LIMITED mutually agreed as follows:



ARTICLE I

AMENDMENT TO ARTICLE 1 OF THE MDA DEFINITIONS



THe following definitions shall be added to Article 1 of the MDA as amended on December 28, 2006 in the appropriate alphabetical order:



"First Amendment" shall mean the first amendment to the MDA dated December 28.2006.



"Second Amendment" shall mean this second amendment to the MDA.



"Second Amendment Effective Date" shall mean the date of the last to occur of the following events: (i) attestation by the Minister of Justice of the Republic of Liberia; (ii) rafitication by the National Legislatyre; (iii) approval by the President of the Republic; and (iv) printing into Hand Bills.



"CTA" shall mean the Consolidated Tax Amendment Act of 2010 as in effect as of the date of the Second Amendment.



ARTICLE 2

AMENDMENT TO ARTICLE XXII OF THE MDA (INCOME TAXATION)



The text of Article XXII of the MDA on income Taxation is hereby deleted in its entirety and replaced with the following:



Section 1: General Applicability



Subject to the provision os this Article and Article XV, the CONCESSIONAIRE and its Associates shall be subject to taxation under the provision of the Minerals and Mining Law, the Code and the CTA and all regulations, orders and decrees promulgate thereunder, all interpretations (written or oral) thereof and all methods of implementation and administration thereof by any Agency or instrumentality of the Government (the Code, the CTA and all such regulations, interpretations and methods of implementations and administration collectively, the "Tax



MDA Amendment nº2 - 23 January 2013

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Page 4 of 8Corpus", in each case as in effect as of the date of the First Amendment, except, for the CTA, as in effect as of the Second Amendment).



Annex B specifies all the taxes, duties, custom fees and similar payments, Taxes and Duties, along with the applicable rates, to which the CONCESSIONAIRE shal be subject, other than those listed in Articles XXII ad XXV inclusive FOr the avoidance of doubt, any amendments, additions, revision, modifications or other changes to the Tax Corpus made after the Second Amendment Effective Date shall not be applicable to the CONCESSIONAIRE.



Furthermore, any future amendments, additions, revisions, modfications or other changes to any law (other than the Tax Corpus) applicable to the CONCESSIONAIRE or the Operations that would have the effect of imposing an aditional or higher tax, duty, custom, royalty or similr charge on the CONCESSIONAIRE will not apply to the CONCESSIONAIRE to the extent it would require the CONCESSIONAIRE to pay such additional tax, duty, roaylty or charge.



The tax liability of the CONCESSIONAIRE shll be subject to the following provisions throughout the term of the MDA.



a. The rate of tax under Sections 701(b) and 702(a) of the CTA shall not be greater than twenty five percente (25%) of the taxable income. It is further agreed that Section 702(b) of the CTA is nota pplicable to the CONCESSIONAIRE. For the avoidance of doubt, should the Government amend the CTA so as to reduce the rate of tax below twenty fice percent (25%), the CONCESSIONAIRE shall be entitled to the enefit of such a change.



b. The CONCESSIONAIRE is issued to third parties, dividents paid to such third parties shall be subject to taxation in accordace with all provision of law (including the CTA).



Section 2: COmputation of Taxable Income in DOllars



The net taxable income of the CONCESSIONAIRE shall be determined in Dollars and in accordance with generally accepted accounting principles.



Section 3: Withholding tax on Certain Payment to Nonresidents and Residents



For the whole term of the Agreement, payments made by COncessionaire or any person acting on behalf of the Concessionaire to nonresident and resident (affiliates or non-affiliate) for activities directly related to the operations of the Concessionaire or the Operating COmpany, the wihholding tax provided for by Sections 806 or 905 of the Code and the CTA, will apply as follows:



MDA Amendment nº2 - 23 January 2013

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Page 5 of 8a. For interest payment described i Section 806(f) (1) and Section 905(h) (1), tax shall be withheld at the rate of five percent (5%) of such payments.



b. For other payments descrived in Section 806(f) (3) and Section 905(h) (3), tax shall be withheld at the rate of six percent (6%) of such paymets.



Except as provided in this Section or elsewhere herein (namely the exemption on withholding tax on dividents as provided at Section 1(b), the withholding tax will be governed by the provisions of the CTA.



Section 4: Interest Deduction



In each year, the CONCESSIONAIRE may deduct interest up to fifty percent (50%) of taxable income in accordance with Secion 203 (d) of the COde. Interest above fifty percent (50%) of taxable income in accordance with Section 203(d) of the Code. Interest abobe fifty percent (50%) of income may be carried forward to future years without limitation of any nature whether it is in ters of time or amounts in accordance with Section 708 of the CTA.



Section 5: Depreciation



The CONCESSIONAIRE shall be allowed as deductions for its gross income, an allowance for depreciation on an asset-by-asset basis using a straight-line method of depreciation over a period of five (5) years for tangible fixed property and intangible property.



Section 6: Carry Forward Permitted



Any net operations loss may be carried forward against taxable income until the 7th year following the fiscal year in which the net operating loss was incurred in accordance with Section 707 of the CTA.



ARTICLE 3

AMENDMENT TO ARTICLE XXV THE MDA (OTHER PAYMENTS TO THE GOVERNMENT)



The text of Section 1, Import Duties and Other Payments, of Article XXV of the MDA is hereby deleted in its entirety and is replaced with the following:



Section 1: Import Duties and Other Payments



THe CONCESSIONAIRE and its Associates shall:

(a) For the period of five (5) years following the Second Amendment Effective Date, the CONCESSIONAIRE shall pay to the GOVERNMENT an annual lump sum amount of Six Hundred Thousand Dollars (US$ 600,000.00) to be paid in two instalment of Three Hundred Thousand Dollars (US$ 300,000.00) each on January 15 and July 15 of each



MDA Amendment nº2 - 23 January 2013

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Page 6 of 8concession year, in lieu of import Duties on items listed in Appendix 1 imported by the Concessionaire and its Associates in the Republic for use in the Operations.



b) For the period beginning on the day after the fifth (5th) anniversary and beyond, following the Effective Date of the Second Amendment, the CONCESSIONAIRE shll be required to pay to the GOVERNMENT 40% of import Duties on items listed in Appendix 1 imported by the Concessionaire and its Associates into the Republic and used in its Operations;



c) For a period of three (3) years following the Second Amendment Effective Date, the CONCESSIONAIRE and its Associates shall be required to pay only 50% of each of the import levy and sales tax on gasoline and diesel used directly by the Concessionaire and its Associates in connection with its Operations.



d) During the term of the Agreement, the CONCESSIONAIRE and its Associates shall be responsible for the payment of the ECOWAS fee with respect to imports.



e) During the term of the Agreement, be required to pay the Goods and Services Tax (GST) only on items that are not listed on Appendix 1 and that are imported by the CONCESSIONAIRE and its Associates into the Republic and used in its Operations.



ARTICLE 4

ENTIRE AGREEMENT



The parties agree that, other than the modifications to the Agreement, epressly set forth in this Second Amendment, the Agreement and the First Amendment shall remain unchanged. THe Parties further agree that the Agreement, a modified by this Second Amendment, shall represent the entire agreement among the Parties with respecto to the subject matter covered thereby and supersedes all previous oral and writeen negotiations and agreement between the parties. THe Parties shall be bound by the terms of the Agreemtn as modified by the First Amendment and this Second Amendment, as if all were signatures to the Agreement dated August 17, 2005 and the provision of the Agreement shall be interpreted accordingly.



ARTICLE 5

GOVERNING LAW



This Second Amendment shall be construed and interpreted in accordance with the laws of the Republic of Liberia, as supplemented by generally accepted legal priciples.



MDA Amendment nº2 - 23 January 2013

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Page 7 of 8ARTICLE 6

SECOND AMENDMENT EFFECTIVE DATE



This Second Amendment shall become effective and be binding on the Parties on the Second Amendment Effective Date.



IN WITNESS WHEREOF, the Parties have signed this Second Amendment on the date first written above.



ARCELORMITTAL LIBERIA HOLINGS LIMITED

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Fam Chandra Saraf

DULY AUTHORIZES REPRESENTATIVE



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Joseph Mathews

DULY AUTHORIZES REPRESENTATIVE



ARCELORMITTAL HOLDINGS A.G.

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Ram Chandra Saraf

DULY AUTHORIZES REPRESENTATIVE



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Joseph Mathews

DULY AUTHORIZES REPRESENTATIVE



THE GOVERNMENT OF THE REPULIC OF LIBERIA, REPRESENTED BY:



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Honorable Patrick Sendolo

Minister of Lands Mines and Energy



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Honorable Amara Konneh

Minister of Finance



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Honorable O. Natty B. Davies

Chairman of the National Investment COmmission



ATTESTED BY:

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Honorable Christiana P. Tah

Minister of Justice and Attorney General



APPROVED BY:

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Her Excellency Ellen Johnson SIrleaf

President of the Republic of Liberia





MDA Amendment nº2 - 23 January 2013

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