ARTICLE 5

(a) Any dispute between the Government of the
United States of America and the Government of the
Republic of Kyrgyzstan 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
aspossible, 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



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 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

r after the date of termination of this Agreement.

This Agreement shall enter into force on the date of

signing.

DONE at Washington on the 8th day of May, 1992, in

duplicate.
FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA: THE REPUBLIC OF KYRGYZSTAN:



-4-

interests are transferred to a person or entity
permitted to own such interests under the laws of the

Republic of Kyrgyzstan.

ARTICLE 4

(a) Amounts in the currency of the Republic of
Kyrgyzstan, 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 Kyrgyzstan 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 by such
person or entity in the territory of the Republic of
Kyrgyzstan in accordance with its laws.

(c) The provisions of this Article shall also
apply to any amounts and credits in the currency of the
Republic of Kyrgyzstan 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 Kyrgyzstan.



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
Permanent Court of Arbitration 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
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



INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE REPUBLIC OF KYRGYZSTAN

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

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



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.

(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
Kyrgyzstan 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 2

(a) (i) If the Issuer makes payment to any party

under Coverage, the Government of the Republic of

Kyrgyzstan shall, subject to the provisions 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 arise, 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
Kyrgyzstan 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 Kyrgyzstan 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 Kyrgyzstan. The Issuer shall not be subject to tax
in the Republic of Kyrgyzstan 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 Kyrgyzstan shall be determined by
applicable law of the Republic of Kyrgyzstan or
specific agreement between the Government of the United
States of America and the Government of the Republic of

Kyrgyzstan.

ARTICLE 3

To the extent that the laws of the Republic of
Kyrgyzstan 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 Kyrgyzstan by the Issuer, the Government of
the Republic of Kyrgyzstan shall permit the Issuer to

make appropriate arrangements pursuant to which such