ARTICLE 5

(a) Amounts in the lawful currency of the Czech and
Slovak Federative Republic, including credits thereof,
acquired by the Issuer by virtue of such Coverageshall be
accorded treatment by the Government of the Czech and Slovak
Federative Republic 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.

.(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, in accordance with the
laws of the Czech and Slovak Federative Republic, by such
person or entity in the territory of the czech ana Slovak

Federative Republic.

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

the Czech and Slovak Federative Republic which may be

accepted by the Issuer in settlement of obligations with
respect to loans made by the Issuer for projects in the czech

and Slovak Federative Republic.


(iv) In all other matters, the arbitral tribunal

shall regulate its own procedures.

ARTICLE
This Agreement shall continue in force until six

months from the date of receipt of a note by which one
Government informs the other of an intent no longer 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 force shall 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 of
signature hereof.

In witness whereof, the undersigned, duly authorized
thereto by their respective Governments, have signed this
Agreement.

Done at Prague on the 18th day of October, 1990, in
duplicate, in the Czech and English languages, both texts

being equally authentic.

For the Government of For the Government of
THE UNITED STATES OF AMERICA THE CZECH AND SLOVAK

Co FEDERATIVE REPUBLIC
EL Varbow Ella,



{d) The Issuer shall not be subject to tax in the
Czech and Slovak Federative Republic as a result of any
transfer or succession which occurs pursuant to Article
3(a). Tax treatment of other transactions conducted by the
Issuer in the Czech and Slovak Federative Republic shall be
determined by applicable law or specific agreement between
the Issuer and appropriate fiscal authorities of the

Government of the Czech and Slovak Federative Republic

authorized by law to enter into such agreements.

ARTICLE 4
va To the extent that the laws of the Czech and Slovak
C Federative Republic partially or wholly invalidate or
@ prohibit the acquisition from a party under Coverage of any

interest in any property within the territory of the Czech
and Slovak Federative Republic by the Issuer, the Government
of the Czech and Slovak Federative Republic 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 interests under the laws of the Czech

and Slovak Federative Republic.



ARTICLE 6

(a) Any dispute between the Government of the United
States of America and the Government of the Czech and Slovak
Federative Republic 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 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


INVESTMENT INCENTIVE AGREEMENT BETWEEN
{HE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
{HE GOVERNMENT OF THE CZECH AND SLOVAK FEDERATIVE REPUBLIC

The Government of the United States of America and the
Government of the Czech and Slovak Federative Republic,
desiring to encourage economic activities in the Czech and
Slovak Federative Republic which promote the development of
the economic resources and productive capacities of the Czech
and Slovak Federative Republic through investment insurance
(including reinsurance), loans and guaranties which are
packed 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 commercial insurance, reinsurance and other

companies, have agreed as follows:

ARTICLE 1

As used in this Agreement:

{a) the term "Coverage" shall refer to any a

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; and


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.

(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.

(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.


(b) 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 i
administration of Coverage. OPIC, or any successor agency,

shall serve at all times as representative of the Issuer in

its dealings with the Government of the Czech and Slovak

Federative Republic. i

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 Czech and Slovak Federative Republic, and
to Coverage relating to projects with respect to which the :
Government of the Czech and Slovak Federative Republic, 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.



ARTICLE 3

(a) If the Issuer makes payment to any party under
Coverage, the Government of the Czech and Slovak Federative
Republic shall, subject to the provisions of Article 4 of
this Agreement, 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

ef action existing, or which may arise, in connection with

such payment.

(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. In the event that the Government of the United
States of America is prevented from asserting any rights it
may have as Issuer, nothing in this Agreement shall limit its
right to assert a claim under international law in its

sovereign capacity.

(c) The issuance of Coverage outside of the Czech
and Slovak Federative Republic with respect to a project or
activity in the Czech and Slovak Federative Republic shall
not subject the Issuer to regulation under the laws of the

Czech and Slovak Federative Republic applicable to insurance

or financial organizations.