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 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


aw

ARTICLE 4

(a) Amounts in the lawful currency of the Republic of
Estonia, including credits thereof, acquired by the Issuer
by virtue of such Coverage shall be accorded treatment by
the Government of the Republic of Estonia 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 Estonia.

(c) The provisions of this Article 4 shall also apply
to any amounts and credits in the lawful currency of the
Republic of Estonia 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 Estonia.

ARTICLE 5
(a) Any dispute between the Government of the United
States of America and the Government of the Republic of
Estonia 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


C3 Cc

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
Governnents. aa

(iv) In all other matters, the arbitral tribunal

shall regulate its own procedures.

ARTICLE 6

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



ay ’
Cc.

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

The Government of the United States of America and the
Government of the Republic of Estonia affirm their common
desire to encourage economic activities in the Republic of
Estonia which promote the development of the economic resources
and productive capacities of the Republic of Estonia.
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


C

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 as of the date of

signature.

In witness whereof, the undersigned, duly authorized thereto

by their respective Governments, have signed this Agreement.

Done at Indianapolis on the 28th day of October, 1991, in

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

“\



CY Cc

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.

ICLE

(a) If the Issuer makes payment to any party under
Coverage, the Government of the Republic of Estonia shall,
subject to the provisions of Article 3 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 to
assert a claim under international law in its sovereign
capacity, as distinct from any rights it may have as

Issuer.


C

(c) The Issuer shall not be subject to regulation
under the laws of the Republic of Estonia applicable to
insurance or financial organizations.

(a) Interest and fees on loans made or guaranteed by
the Issuer shall be exempt from tax in the Republic of
Estonia. The Issuer shall not be subject to tax in the
Republic of Estonia 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 the Republic of Estonia shall be determined by
applicable law or specific agreement between the Issuer
anda appropriate fiscal authorities of the Government of

the Republic of Estonia.

ARTICLE 3
To the extent that the laws of the Republic of Estonia

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 Estonia
by the Issuer, the Government of the Republic of Estonia
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 Republic of Estonia.