including Credits tnereoL, acquired vy tne wsuvr uz
virtue or such Coverage snati ve accorded treatment of :
the Government of ‘Yonga no less favoranie as to ‘use
and conversion than the treatment to which such funds
would be entitled in the hands of the party under

Coverage.

Such amounts 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 Tonga.

ARTICLE 6

(a) Any dispute between the Government of the

United States of America and the Government of Tonga

regarding the interpretation of this Agreement or

which, in the opinion.of one of the Governments,
involves a question of public 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 . * toe

Governments. If at the end of three months following

the request for negotiations the two Governments) have

. not” resolved~ the dispute - by agreement, the- dispute

“4neluding the question or whether such disput
presents a question of public international law, shall

at the. initiative of either Goverment

be submitted,

to an arbitral tribunal: for resolution ‘in “accordance



organizations.

_ Party under Coverage of any. Anterest .in any property .

2

Vimit the -rigut OL the Guveranent vt tie Uniteu States
of America to assert a claim under international: law
in its sovereign capacity, as distinct from any rights
it ‘may have aé Issuer.

(er The issuance of Coverage outside of ‘conga with
respect to.a project or activity in vonga shail not
subject the -Issuer.tu regulation unuer the laws of | ©

Tonga applicable to insurance or financial

(d) . Punds introduced or acquired in Tonga or
withdrawn from Tonga by. the Issuer shall be exempt Be
from all taxes upon income, real Property or sales, ;
from customs duties, ’and from any other similar taxes

or levies in Tonga.

ARTICLE 4

nvalidate or prohibit the acquisition fron a

wholly.
within -the- territory. (Of Tonga- by the Issuer, the
which such interests are transferred to an entity

permitted to own such interests under the laws of

Tonga.



disputes

ant ty Articte vias
and function as tollows:

(i) Each Government shali appoint one arpicratot:
these two arbitrators shall designate a president by
common agreement who shall be a citizen ot a third
state and be appointed by the two Governments. Tne
arbitrators shall be appointed within two montnas and
the president within three months ot the aate of
receipt of either Government's request ror
arbitration. If the appointments are not made within
the “foregoing time Limits,’ “either Government may, in
the absence of any other agreement, request the
President of the International Court of Justice to
make the necessary appointment or appointments, and
both Governments agree to accept such appointment or”
appointments. .

(ai) The arbitral tribunal shall base its decision on
the applicable principles and rules of public
international law. The arbitral tribunal shall decide

by majority vote. Its decision shall be final and

binding. -

(444). Each of the Governments shall pay the expense of

its arbitrator and of its representation in the

- proceedings before the arbitral tribunal; the expenses

of: the: -president and. the other: costs shall] be Paid in

consistent with the foregoing.

(iv) In all. other matters, the arbitral tribunal. shall

regulate’ its own procedures. ~

i
:
I
:



the undecsigneu, liis Kuyal Highness, Prince . '

Teipelehake , Prine wiuister uf che Kingdom ut ‘lunga,

and C. Edward villery, anbassaaur Extraurdinary. anu
Plenipotentiary of the Unitea States ot america to the :
Kingdom of Tonga, vy tnis instrument hereby tormally
acknowledge the coming into force uf the attached

Investment Incentive Agreement between the Government

of the-United States of America and the Government or

‘ fonga on the twenty-sixth day of november nineteen

oe eighty-four. “ : a €

Instrument. net . . oe .

=) :
Done in two originals in the English

language both being authentic, at

Nuku'alofa, Tonga, . .
this seventeenth day of January,

nineteen hundred and eighty-five



Aativur @

m : yhis Agreement snail continue in burce until saa

Months trom tne vate of receipt wl a mute by which one
Government inrorms the vthec vf an intent nu lonyet to
be a party to the Agreement. in such event, the
provisions of the Agreement with respect to Coverage

issued while the Agreement was in torce shall remain

in force tor the duration of sucn Coverage, but in no
case longer than twenty years after the denunciation . |

of the Agreement. .

Upon receipt of a note from Your Excellency

indicating that the foregoing provisions are acceptable to

the Government of Tonga, the “Government ot the United ea
States of America will consider that this note and your. o
reply thereto constitute an Agreement between our two

@ Governments on this subject, to enter into torce on the

|
date of the note by which the Government of Tonga i
communicates to the Government: of the United States of an
America that this exchange of notes has ‘been approved H

pursuant to its constitutional procedures.

Accept, Excellency, the renewed assurances of -my

highest consideration.

/ Russell J. Surber_/.
August 22, 1983 :



:insurance, reinsurance and other companies. I also have

ed

INVESTMENT INCENTIVE AGREEMENT BETWEEN

THE GOVEXNMENT UF THE UWIVEO SYALES Ur AdEICA

AND THE GOVERNMENT OF ‘TONGA

Excellency:

it have the honor to refer to conversations which
wt ¢ : z ns Wl
. . mY : :
have recently taken place between representatives ot our

an

“two Governments relating to economic activities in onga -

which promote the development of the economic resources
and productive capacities of Tonga to investment insurance
(including reinsurance) and guaranties which are backed in
whole or in part by the credit-or public monies of the
United States of America and are administered either
directly by the Overseas Private Investment Corporation
{*OPIC"), an independent government corporation organized
under the laws of the United States of America, or

Pursuant to arrangements between OPIC and commercial

the honor to confirm the following understandings reached

As used herein, the term "Coverage" shall refer “

"2 >.t0 any investment insurance, reinsurance or- guarantee

“which is* issued in accordance with this Agreenent. by.

~ America {OF ‘by any other entity or group of: ‘entities,

pursuant .to arrangenents “with oPIC or any successor"

agency, ‘all of whom are hereinafter deemed ‘includéu in



the term *Issuer® tu the extent of their interest as
insurer, ceinsurer, uf yguaranter in any Coverage,
whether as a party or successur to a contract
providing Coverage or as an agent for tne

administration of Coverage.

ARTICLE @

The _Procedures set forth in this Agreement shall

apply- only with respect to coverage relating to
projects or activities registered with or otherwise Cc
approved by the Government of ‘Tonga or to Coverage
relating to projects with respect to which the
Government of fonga, or any agency Or political
subdivision thereof, has entered into a contract
involving the provision of goods or services

ARTICLE 3

- (a) If the Issuer makes payment to any party under
Coverage, the Government. of ‘Tonga shall, subject to

the provisions of: article 4 hereof, recognize | the |

assets, or investment o

under such’ coverage is ‘made as Swell as . the succession.

of the Issuer to any right, title, claim, privitese

ee (b)
those
“respect to any interest

under this Article. Nothing in this agreenent shall