(ii) The arbitral tribunal shall base its
decision on the applicable principles and rules of
international law. The arbitral tribunal shall decide
by majority vote. Its decision shall be final and
binding.

(iii) During the proceedings, each of the
Governments shall pay the expense of its arbitrator and
of its representation in the proceedings before the
arbitral tribunal, whereas the expenses of the
president and other costs of arbitration shall be paid
in equal parts by the two Governments. In its award,
the arbitral tribunal may, in its @iscretion,
reallocate expenses and costs between the two
Governments.

(iv) In all other matters, the arbitral tribunal

shall regulate its own procedures.

(c) Nothing in this Agreement shall limit the right of
the Government of the United States of America to assert a
claim under international law in its sovereign capacity, as
distinct from any rights of the Issuer.

ARTICLE 6

The two Governments, desiring reciprocity, agree that,
in the event the Government of the Republic of Uzbekistan
makes arrangements to issue Coverage or make loans for
projects in the United States of America under a program
similar in substance to the investment incentive program to
which this Agreement relates, provisions equivalent to those
of this Agreement shall apply with respect to such
arrangements upon completion of the constitutional or other
legal processes of both Governments approving such

provisions.



ARTICLE 5

(a) Any dispute between the Government of the United
States of America and the Government of the Republic of
Uzbekistan regarding the interpretation of this Agreement or
which, in the opinion of one of the Governments, presents a
question of international law arising out of any project or
activity for which Coverage has been issued shall be
resolved, insofar as possible, through negotiations between
the two Governments. If, at the end of six months following
the request for negotiations, the two Governments have not
resolved the dispute by agreement, 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 function as
follows:

(i) Each Government shall appoint one arbitrator;

these two arbitrators shall, by agreement, designate a

president of the arbitral 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 the
other agreement, request the Secretary-General of the

Permanent Court of Arbitration to make the necessary

appointment or appointments, and both Governments agree

to accept such appointment or appointments.



ARTICLE 7

This Agreement shall continue in force until the
expiration of twelve months from the date of which either
Government shall have given written notice of termination of
this Agreement to the other. Provided that in respect of
Coverage issued or loans made at any time before the
termination of this Agreement, its provisions shall continue
in effect with respect to such Coverage or loans for a
period of twenty years after the date of termination of this
Agreement.

This Agreement shall enter into force on the date of

signing.

DONE at Tashkent, Uzbekistan, on the 28th day of
October, 1992; in the English language. An Uzbek language
text, when prepared, shall be considered equally authentic
upon an exchange of diplomatic notes confirming its
conformity with the English language text.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATE OF AMERICA THE REPUBLIC OF UZBEKISTAN

Lax tGhke A be



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

AND THE GOVERNMENT OF THE REPUBLIC OF UZBEKISTAN’

The Government of the United States of America and the
Government of the Republic of Uzbekistan;

Affirming their common desire to encourage economic
activities in the Republic of Uzbekistan which promote the
development of the economic resources and productive
capacities of the Republic of Uzbekistan; and

Recognizing that this objective can be promoted through
investment insurance (including reinsurance), loans and
investment guaranties which are backed in whole or in part
by the Government of the United States of America and
provided by the Overseas Private Investment Corporation
("OPIC"), an agency of the Government of the United States
of America;

Have agreed as follows:

ARTICLE 1

As used in this Agreement, the term "Coverage" shall refer
to any investment insurance, reinsurance or investment
guaranty which is provided by an Issuer in connection with a
project in the territory of the Republic of Uzbekistan, and
the term "Issuer" shall refer to OPIC, any successor agency
of the Government of the United States of America, and the
agent of either.

ARTICLE 2

(a) (1) If the Issuer makes payment to any party
under Coverage, the Government of the Republic of
Uzbekistan shall, subject to the provision of Article 3



of this Agreement, recognize the transfer to the Issuer
of any assets, including those in the form of
Investment as well as currency or credits, in
connection with such payment, as well as the succession
of the Issuer to any right, title, claim, privilege, or
cause of action existing, or which may Bitce, in
connection therewith.

(ii) If the Issuer, in the exercise of its rights
as a creditor, acquires any such assets or succeeds to
any right, title, claim, privilege or cause of action,
the Government of the Republic of Uzbekistan shall,
subject to the provisions of Article 3 of this
Agreement, recognize such acquisition or succession.

{b) The Issuer shall assert no greater rights than
those of the party from whom such rights were acquired as
described in paragraph (a) of this Article.

(c) The Issuer, as a non-commercial agency of the
Government of the United States of America, shall not be
subject to regulation under the laws of the Republic of
Uzbekistan applicable to commercial insurance or financial

organizations.

(d) Interest and fees on loans made or guaranteed by
the Issuer shall be exempt from tax in the Republic of
Uzbekistan. The Issuer shall not be subject to tax in the
Republic of Uzbekistan as a result of any transfer,
succession or other acquisition described in paragraph (a)
of this Article. In all other cases, tax treatment of
transactions conducted by the Issuer in the Republic of
Uzbekistan shall be determined by applicable law of the
Republic of Uzbekistan or specific agreement between the

“Government of the United states of America and the
Government of the Republic of Uzbekistan.



ARTICLE 3

To the extent that the laws of the Republic of Uzbekistan

partially

or wholly invalidate or prohibit the transfer,

succession or other acquisition, as described in Article
2(a) of this Agreement, of any interest in any property
within the territory of the Republic of Uzbekistan by the
Issuer, the Government of the Republic of Uzbekistan shall
permit the Issuer to make appropriate arrangements pursuant
to which such interests are transferred to a person or
entity permitted to own such interests under the laws of the

Republic of Uzbekistan.

(a)

ARTICLE 4

Amounts in the currency of the Republic of

Uzbekistan, including credits thereof, acquired by the

Issuer in

connection with payment to a party under Coverage

shall be accorded treatment in the territory of the Republic
of Uzbekistan no less favorable as to use and conversion
than the treatment to which such funds would be entitled in

the hands

(b)
Issuer to
be freely
territory
its laws.

(c)

of the party under Coverage.

Such amounts and credits may be transferred by the
any person or entity and upon such transfer shall
available for use by such person or entity in the
of the Republic of Uzbekistan in accordance with

The provisions of this Article shall also apply to

any amounts and credits in the currency of the Republic of
Uzbekistan which may be accepted by the Issuer in settlement
of obligations with respect to loans made by the Issuer for
projects in the Republic of Uzbekistan.