ARTICLE 5
Amounts in the lawful currency of The Cook Islands,
including credits thereof, acquired by the Issuer by virtue
of such Coverage shall be accorded treatment by the
Government of The Cook Islands 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.

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 Cook Islands,

ARTICLE 6

(a) Any dispute between the Government of the United
States of America and the Government of The Cook Islands
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, throught negotiations
between the two Governments. If at the end of three
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:


(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 issuance. of Coverage outside of The Cook
Islands with respect to a project or activity in The Cook
Islands shall not subject the Issuer to regulation under
the laws of The Cook Islands applicable to insurance or

financial organizations.

(a) Funds introduced or acquired in The Cook Islands
or withdrawn from The Cook Islands by the Issuer shall be
exempt from all taxes upon income, real property or sales,
from customs duties, and from any other similar taxes or

levies in The Cook Islands.

ARTICLE 4
To the extent that the laws of The Cook Islands

partially or wholly invalidate or prohibit the acquisition
from a party under Coverage of any interest in any property
within the territory of The Cook Islands by the Issuer, the
Government of The Cook Islands 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 Cook Islands.


(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 be appointed by the two Governments. The
arbitrators shall be appointed within two months and
the president within three 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
President of the International Court of Justice 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) Each of the Governments shall pay the expense of
its arbitrator and of its representation in the
proceedings before the arbitral tribunal; the
expenses of the president and the other costs shall be
paid in equal parts by the two Governments. The
arbitral tribunal may adopt regulations concerning the

costs, consistent with the foregoing.

{iv) In all other matters, the arbitral tribunal

shall regulate its own procedures. .


Prime Minioler

m 7
Rarotonga Cook Satands
16 April 1984 ;

His Excellency

Hon. Monroe Brewne

Ambassador

Embassy of the United States
of America

29 Fitzherbert Tce

Private Bag

Wellington

NEW ZEALAND

Your Excellency ao

a .
I have the honour to refer to your letter to me dated
25th November 1983, relating to the Overseas Private
Investment Corporation Investment Incentive Agreement.

I can now advise that the agreement, which was effected
by an exchange of wotes on 2nd September and 10th October

1983, has been approved pursuant to the Constitutional
procedures of the Cook Islands.

Yours Sincerely

Hof. T.R.A.H. pavié, K.Bd.

PRIME MINISTER



ARTICLE 7

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 denunciation of the Agreement.

Upon receipt of a note from Your Excellency indicating that
the foregoing provisions are acceptable to the Government of
The Cook Islands, the Government of the United States of
America will consider that this note and your reply thereto
constitute an Agreement between our two Governments on this
subject, to enter into force on the date of the note by which
the Government of The Cook Islands communicates to the
Government of the United States of America that this exchange
of notes has been approved pursuant to its constitutional

procedures.

Accept, Excellency, the renewed assurances of my highest

consideration.

peor a ae



EMBASSY OF THE
UNITED STATES OF AMERICA

Wellington, September 2, 1983

No: 1

Excellency:

I have the honor to refer to conversations which have
recently taken place between representatives of our two
Governments relating to economic activities in The Cook Islands
which promote the development of the economic resources and
productive capacities of The Cook Islands and to investment
insurance (including reinsurance) and guaranties which are
backed in whole or in part by the credit or public monies of
the United States of America and are administered either
directly by the Overseas Private Investment Corporation -
("OPIC"), an independent government corporation organized under
the laws of the United STates of America, or pursuant to
arrangements between OPIC and commercial insurance, reinsurance
and other companies. I also have the honor to confirm the
following understandings reached as a result of those

conversations:

».

The Honorable Geoffrey Henry

Prime Minister

Government of The Cook Islands


ARTICLE 1

As used herein, 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, all of whom are

“ 1ssugR”

hereinafter deemed included in the term "Inserér" to the
extent of their interest as insurer, reinsurer, OF
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 Cook Islands or to Coverage relating to
projects with respect to which the Government of The Cook
Islands, or any agency or political subdivision thereof,
has entered into a contract involving the provision of

goods or services. .

ARTICLE_3

(a) If the Issuer makes payment to any party under
Coverage, the Government of The Cook Isiands 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.