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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 oi 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 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


"

=8-

This Agreement shall enter into force upon an exchange of
diplomatic notes in which the Parties notify each other that
all necessary legal requirements for entry into force of this

Agreement have been fulfilled.

DONE at Bucharest on the 30th day of June, 1992, in
duplicate, in the English language. A Romanian language text
shall be prepared which shall be considered equally authentic
upon an exchange of diplomatic notes confirming its conformity

with the English language text.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA: ROMANIA:


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ARTICLE 4

(a) Amounts in the currency of Romania, including
credits thereof, acquired by the Issuer in connection
with payment to a party under Coverage shall be accorded
treatment in the territory of Romania 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 Romania in accordance with its
laws.

(c) The provisions of this Article shall also apply
to any amounts and credits in the currency of Romania
which may be accepted by the Issuer in settlement of
obligations with respect to loans made by the Issuer for

projects in Romania.

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


@ +

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 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 either Government to assert a claim under
international law in its sovereign capacity, as distinct

from any rights it may have under this Agreement.


INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF ROMANIA

The Government of the United States of America and the
Government of Romania;

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


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ARTICLE 6

The two Governments, desiring reciprocity, agree
that, in the event the Government of Romania 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 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 after the date of

termination.


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ARTICLE 2

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

under Coverage, the Government of Romania 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 Romania 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 foreign assistance agency of
the Government of the United States of America, operating
on a non-commercial basis, shall not be subject to
regulation under the laws of Romania applicable to

commercial insurance or financial organizations. On the


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same basis, interest and fees on loans made or guaranteed
by the Issuer shall be exempt from tax in Romania. The
Issuer shall not be subject to tax in Romania 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

Issuer in Romania shall be determined by applicable law
of Romania or specific agreement between the Government
of the United States and the Government of Romania.
Nothing in this paragraph shall be taken to exempt any
project assisted by the Issuer from any tax or regulation

applicable under the laws of Romania.

ARTICLE 3

To the extent that the laws of Romania 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 Romania by the Issuer, the Government of
Romania shall permit the Issuer to make appropriate
arrangements pursuant to which such interests are
transferred to a person or entity permitted to own such

interests under the laws of Romania.