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ARTICLE 7

This Agreement shall continue in force until
terminated by either party hereto. Either party
may terminate“the Agreement at any time after 10

years from the date on which it enters into force;
provided that at least six months's prior notice
of termination has been given through diplomatic
channels. In such event, the provisions of the
Agreement with respect to Coverage issued while
the Agreement was in force shali remain in force
for the duration of such Coverage, but in no case

longer than twenty years after the termination of
the Agreement.

This Agreement shall enter into force on the date on
which the Government of the Republic of Bulgaria
communicates to the Government of the United States of
America that its constitutional or other legal

requirements with regard to this Agreement have been
fulfilled.

In witness whereof, the undersigned, duly authorized ‘

thereto by their respective Governments, have signed this
Agreement.

Done at Sofia, in duplicate, in the English and

Bulgarian languages, both texts being equally authentic,
on this seventh day of June, 1991.

For the Government of For the Government of

THE UNITED STATES OF AMERICA THE REPUBLIC OF BULGARIA

fu Tf leg ) 2



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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 public international law,
shall be submitted, at the initiative of either
Government, to an arbitral tribunal for resolution
in accordance with Article 6(b).

(b) The arbitral tribunal for resolution of
disputes pursuant to Article 6(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 dates of

receipt of either Government's request for

i arbitration. If the appointments are not made

f within the foregoing time limits, either
Government may,in the absence of any other
agreement, request the Secretary-General of
the International Center for the Settlement of
Disputes to make the necessary appointment or
appointments, and both Governments agree to
accept such appointment or appointments.

et

(ii) 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.

sa

(ili) During the proceedings, each of the

Governments shall pay the expense of its

i arbitrator and of its representation in the

i proceedings before the arbitral tribunal 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.

F (iv) In all other matters, the arbitral
tribunal shall regulate its own procedures.



INVESTMENT INCENTIVE AGREEMENT BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND THE GOVERNMENT OF THE REPUBLIC OF BULGARIA

The Government of the United States of America and the
Government of the Republic of Bulgaria affirm their common
desire to encourage economic activities in the Republic of
Bulgaria which promote the development of the economic
resources and productive capacities of the Republic of
Bulgaria. Recognizing that this developmental objective
can be promoted through investment insurance (including
reinsurance), loans and guaranties which are backed in
whole or in part by the credit or public monies of the
United States of America and administered by the Overseas
Private Investment Corporation ("OPIC"), an agency of the
United States of America, (or pursuant to 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 any other entity or
group of entities, pursuant to arrangements with OPIC
or any successor agency. In this Agreement, the term
"Issuer" shall refer to OPIC and any such successor
agency, entity or group of entities 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

The procedures set forth in this Agreement shall
apply only with respect to Coverage relating to
projects or activities registered with or otherwise
approved by the Government of the Republic of
Bulgaria. In the case of Coverage relating to
projects with respect to which the Government of the
Republic of Bulgaria, or any agency or political
subdivision thereof, has entered into a contract
involving the provision of goods or services or
invited tenders on such a contract, the required
registration or approval shall be conclusively
presumed to exist.


FE PLETE EPR ee

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ARTICLE 3

(a) If the Issuer makes payment to any party
under Coverage, the Government of the Republic of
Bulgaria shall, subject to the provisions of
Article 4 hereof, recognize the transfer to the
Issuer of any currency, credits, assets, 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,
distinct from any rights it may have as Issuer, or
the right of the Government of the Republic of
Bulgaria to assert a claim under international law
in their sovereign capacities.

(c) The Issuer shall not be subject to
regulation under the laws of the Republic of
Bulgaria applicable to insurance or financial
organizations; provided, that, in the event the
Issuer is not an agency of the Government of the
United States of America or another public
international financial institution, (i) the
activities are directly related to the
implementation of this Agreement; and (ii) such
activities are not performed through branches
located in the Republic of Bulgaria of privately
owned entities or groups of entities.

(d) Interest and fees on loans made or
guaranteed by the Issuer shall be exempt from tax
in the Republic of Bulgaria. The Issuer shall not
be subject to tax in the Republic of Bulgaria for
any transfer or succession which occurs pursuant
to Article 3(a) hereof. Tax treatment of other
transactions conducted by the Issuer in the
Republic of Bulgaria shall be determined by
applicable law or specific agreement between the
Issuer and appropriate fiscal authorities of the
Government of the Republic of Bulgaria.


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ARTICLE 4

To the extent that the laws of the Republic of
Bulgaria partially or wholly invalidate or

prohibit the ‘acquisition from a party under
Coverage of any interest in any property within
the territory of the Republic of Bulgaria by the
Issuer, the Government of the Republic of Bulgaria
shall permit such party and the Issuer to make
appropriate arrangements pursuant to which such
interests are transferred to an entity permitted
to own such interest under the laws of the
Republic of Bulgaria.

ARTICLE 5

(a) Amounts in the lawful currency of the
Republic of Bulgaria, including credits thereof,
acquired by the Issuer by virtue of such Coverage
shall be accorded treatment by the Government of
the Republic of Bulgaria no less favorable as to
use and conversion than the treatment to which
such funds would be entitled in the hands of the
party under Coverage.

transferred by the Issuer to any person or
economic, government, intergovernmental or other
entity and upon such transfer shall be freely

j available for use by such person or entity in the
a territory of the Republic of Bulgaria; provided,
however, that a transfer to such person or entity
is not prohibited ordinarily by Bulgarian law.

@: (b) Such amounts and credits may be

(c) Notwithstanding the provisions of Article
2, the provisions of this Article 5 also shall
apply to any amounts and credits in the lawful
currency of the Republic of Bulgaria 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 Bulgaria.

ARTICLE 6

(a) Any dispute between the Government of the

United States of America and the Government of the
Republic of Bulgaria 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

F oractivity for which Coverage has been issued
@ shall be resolved, insofar as possible,