. 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 Article 5(b).

(b) The arbitral tribunal for resolution of disputes
pursuant to Article 5(a) shall be established and function
as follows:

(i) Each Government shall appoint one
arbitrator; these two arbitrators shall designate

a president by common agreement 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, and@ both
Governments agree to accept such appointment or

appointments.



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as to use and conversion than the treatment to which
such funds would be entitled in the hands of the party
under Coverage.

(b) 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 Armenia in
accordance with its laws.

(c) The provisions of this Article 4 shall also
apply to any amounts and credits in the currency of
Armenia which may be accepted by the Issuer in
settlement of obligations with respect to loans made by

the Issuer for projects in Armenia.

ARTICLE 5

(a) Any dispute between the Government of the
United States of America and the Government of the
Republic of Armenia regarding the interpretation of
this Agreement or which, in the opinion of one of the
Governments, involves 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,


(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 discretion, reallocate
expenses and costs between the two Governments.

(iv) In all other matters, the arbitral

tribunal shall regulate its own procedures.

ARTICLE 6
The two Governments, desiring reciprocity, agree
that, in the event the Government of the Republic of
Armenia makes arrangements to issue Coverage in the
United States of America under a program similar in
substance to the investment guaranty program to which
this Agreement relates, provisions equivalent to those

of this Agreement shall apply with respect to Armenian


INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE REPUBLIC OF ARMENIA
The Government of the United States of America and the

Government of the Republic of Armenia affirm their common
desire to encourage economic activities in Armenia which
promote the development of the economic resources and
productive capacities of Armenia. Recognizing that this
objective can be promoted through investment insurance
(including reinsurance), loans and guaranties which are
packed in whole or in part by the Government of the United
States of America and administered by the Overseas Private
Investment Corporation ("OPIC") -- an agency of the
Government of the United States of America -- or pursuant to
agency arrangements between OPIC and private companies, the

parties signatory hereto agree as follows:

ARTICLE 1
As used in this Agreement, the term "Coverage"
shall refer to any investment insurance, reinsurance or
guaranty which is issued in accordance with this
Agreement by OPIC, by any successor agency of the
United States of America, or by the agent of either.

In this Agreement, the term "Issuer" shall refer to


° investments in the United States of America upon
@ completion of the constitutional and other legal
processes of both Governments approving such

arrangements .-

ARTICLE 7

This Agreement shall continue in force until the
expiration of twelve months from the date on which
either Government shall have given written notice of
termination to the other. Provided that in respect of
Coverage issued or loans made at any time before the
termination of the 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.

This Agreement shall enter into force on the date of

signing.

Done at Washington on the second day of April, 1992, in

duplicate.
For the Government of For the Government of
THE UNITED STATES OF AMERICA THE REPUBLIC OF ARMENIA



OPIC and any such successor agency, Or the agent of
@ either, to the extent of their interest as insurer,

reinsurer, or guarantor in any Coverage, whether as a

party or successor to a contract providing Coverage or

as an agent for the administration of Coverage.

ARTICLE 2

a) If the Issuer makes payment to any party under
Coverage, the Government of the Republic of Armenia
shall, subject to the provisions of Article 3 hereof,
recognize the transfer to the Issuer of any assets,
including currency, credits, or investment, on account
of which payment under such Coverage is made 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.

(b) The Issuer shall assert no greater rights than
those of the transferring party under Coverage with
respect to any interests transferred or succeeded to under
this Article. 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 it may have as
Issuer.

(c) The Issuer shall not be subject to regulation
under the laws of the Republic of Armenia applicable to

insurance or financial organizations.



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(a) Interest and fees on loans made or guaranteed
by the Issuer shall be exempt from tax in Armenia. The
Issuer shall not be subject to tax in Armenia as a
result of any transfer or succession which occurs
pursuant to Article 2(a) hereof. Tax treatment of
other transactions conducted by the Issuer in Armenia
shall be determined by applicable law or specific
agreement between the Issuer ana competent authorities

of the Republic of Armenia.

ARTICLE 3
To the extent that the laws of the Republic of
Armenia partially or wholly invalidate or prohibit the
acquisition from a party under Coverage of any interest
in any property within the territory of Armenia by the
Issuer, the Government of the Republic of Armenia shall
permit such party and 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 Armenia.
ARTICLE 4
(a) Amounts in the currency of Armenia, including
credits thereof, acquired by the Issuer by virtue of
such Coverage shall be accorded treatment by the

Government of the Republic of Armenia no less favorable