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 paragraph (b) of this
Article.
(b) The arbitral tribunal referred to in paragraph
(a) of this Article, shall be established and function
as follows:
<1) 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



ARTICLE 4

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

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

the Issuer for projects in Ukraine.

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

question of public international law arising out of any



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
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.

c) Nothing in this Agreement shall limit the right
of either government to assert a claim under public
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 UKRAINE

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

Affirming their common desire to encourage economic
activities in Ukraine which promote the development of the
economic resources and productive capacities of Ukraine; 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 Ukraine,
and the term "Issuer" shall refer to OPIC, any
successor agency of the Government of the United States

of America, and the duly authorized agent of either.



ARTICLE 6

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 of this Agreement.

This Agreement shall enter inte force on the date of

signing.

DONE at Washington on the 6th day of May, 1992, in
duplicate, in the English and Ukrainian languages, both texts

being equally authentic.

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



ARTICLE 2

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

under Coverage, the Government of Ukraine 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.

(1i) 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 Ukraine 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 Ukraine
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 Ukraine. The
Issuer shall not be subject to tax in Ukraine 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 Ukraine shall be determined by applicable
law of Ukraine or specific agreement between the
Government of the United States of America and the
Government of Ukraine.

ARTICLE 3

To the extent that the laws of Ukraine 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 Ukraine by the Issuer, the Government
of Ukraine 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 Ukraine.