in the territory of the Republic of Slovenia in accordance
with its laws.

{c) The provisions of this Article shall also apply to
any amounts and credits in the currency of the Republic of
Slovenia 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 Slovenia.

ARTICLE 5 :

(a} Any dispute between the Government of the United
States of America and the Government of the Republic of
Slovenia 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 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
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.



supersede the agreement on investment guaranties between the
Government of the United States of America and the
Government of the Socialist Federal Republic of Yugoslavia
effected by exchange of notes signed at Belgrade on January
18, 1973, as between the Governments of the United States of
America and the Republic of Slovenia. Any matter concerning
the Republic of Slovenia relating to such agreement or to
any investment guaranteed in accordance with such agreement
shall be resolved under the terms of the present Agreement.
DONE at Washington on the 26th day of April, 1994 in
duplicate, in the English and Slovenian languages, both texts

being equally authentic.

4 /
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FOR THE GOVERNMENT OF FOR’ THE GOVERNMENT OF
THE UNITED STATES OF AMERICA: THE REPUBLIE OF SLOVENIA:

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ARTICLE 3

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

ARTICLE 4

(a) Amounts in the currency of the Republic of
Slovenia, including credits thereof, acquired by the Issuer
in connection with payment to a party under Coverage shall
be accorded treatment in the territory of the Republic of
Slovenia 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



(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 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



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

The Government of the United States of America and the
Government of the Republic of Slovenia;

Affirming their common desire to encourage economic
activities in the Republic of Slovenia which promote the
development of the economic resources and productive
capacities of the Republic of Slovenia; 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:



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.

ARTICLE 6

(a) This Agreement shall enter into force on the date
on which the Government of the Republic of Slovenia notifies
the Government of the United States of America that all
necessary legal requirements for entry into force of this
Agreement have been fulfilled.

(b) 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. Notwithstanding termination of
this Agreement, the provisions of this Agreement shall
continue to apply with respect to Coverage issued or loans
made at any time before the date of termination.

(c) Upon entry into force, this Agreement shall



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 the Republic of Slovenia, 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.
ARTICLE 2
(a) (i) If the Issuer makes payment to any party

under Coverage, the Government of the Republic of Slovenia
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 the Republic of Slovenia shall, subject to the
provisions of Article 3 of this Agreement, recognize such
acquisition or succession.

(bp) 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 the Republic of
Slovenia applicable to commercial insurance or financial
organizations.

(ad) Interest and fees on loans made or guaranteed by
the Issuer shall be exempt from tax in the Republic of
Slovenia. The Issuer shall not be subject to tax in the
Republic of Slovenia 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 the Republic of Slovenia shall be
determined by applicable law of the Republic of Slovenia or
specific agreement between the Government of the United
States of America and the Government of the Republic of

Slovenia.