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 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


ARTICLE 4

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

(c) The provisions of this Article 4 shall also apply

to any amounts and credits in the lawful currency of the
Republic of Lithuania 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 Lithuania.

ARTICLE 5
(a) Any dispute between the Government of the United
States of America and the Government of the Republic of
Lithuania regarding the interpretation of this Agreement
or which, in the opinion of one of the Governments,

involves a question of public international law arising



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.

(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



INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT. OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE REPUBLIC OF LITHUANIA
The Government of the United States of America and the
Government of the Republic of Lithuania affirm their common
desire to encourage economic activities in the Republic of
Lithuania which promote the development of the economic
resources and productive capacities of the Republic of
Lithuania. 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



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
auration 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 Lithuania communicates to the
Government of the United States 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 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 LITHUANIA



. oY

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

(a) If the Issuer makes payment to any party under
Coverage, the Government of the Republic of Lithuania
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) The Issuer shall not be subject to regulation
under the laws of the Republic of Lithuania applicable to
insurance or financial organizations.

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

the Republic of Lithuania.

ARTICLE 3

To the extent that the laws of the Republic of
Lithuania 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
Lithuania by the Issuer, the Government of the Republic of
Lithuania 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 Lithuania.