ARTICLE 6

(a) Any dispute between the Government of the United States

=£ Rmerica and the Government of the Polish People’s Republic

regarding the interpretation of this Agreement or which, in the opinion
of one of the Governments, involves a question of public international
taw 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 three months following

she request for negotiations the two Governments have not resolved

¢ dispute by agreement, the dispute, including the question of

whether such dispute presents a question of public internationai law,

o

tative of either Government, to an

shail be submitted, at +

arbitral tribunal for resolution in accordance with Article 6(b).

to Article 6(a) shall be established and function as follows:

(b) The arbitral tribunal for resolution of disputes pursuant
(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 other
agreement, request the Secretary-General of the 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.



_and the Issuer to make appropriate arrangements pursuant to which

eo interests are transferred to an entity permitted to own such

Pnterests under the laws of the Polish People s Republic.

ARTICLE 5

Amounts in the lawful currency of the Polish People’s Republic,
including credits thereof, acquired by the Issuer by virtue of such
Coverage shall be accorded treatment by the Government of the Polish
People’s Republic no less favorable as to use and conversion than
the treatment to which such funds would be entitled in tne hands of

the party under Coverage.

Such amounts and credits may be transfered by the Issuer to
e., person or entity and upon such transfer shall be freely available
for use, in accordance with the laws of the Polish People’s Republic,
by such person or entity in the territory of the Polish People’s

Republic.

Notwithstanding the provisions of Article 2, the provision of
this Article 5 shall also apply to any amounts and credits in the
lawful currency of the Polish People’s Republic which may be accepted
by the Issuer in settlement of obligations with respect to loans

made by the Issuer for projects in the Polish People’s Republic.

fete:



(ii) The arbitral tribunal shall base its decision on the

@ applicable principles and rules of public internationai 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.

@ 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 termination of the Agreement.

This Agreement shall enter into force on the date on which

| Government shall have notified the other that is constitutional



INVESTMENT GUARANTY AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND TEE GOVERNMENT OF THE POLISH PEOPLES REPUBLIC

The Government of the United States of America and the
Government of the Polish People’s Republic, desiring to encourage
economic activities in the Polish People’s Republic which promote
the development of the economic resources and productive capacities
of the Polisn People’s Republic and to provide for 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 are administrated 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, have agreed as follows:

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



sor other legal requirements with respect to the Agreement have been ~

@u:

In witness whereof, the undersigned, duly authorized thereto

by their respective governments, have signed this Agreement.

Done at Warsaw on the [4 day of October, 1989, in duplicate,

in the Polish and English languages, both texts being equally

authentic.

@ |
4 WME
For the Government of For the Government of

THE UNITED STATES OF AMERICA THE POLISH PEOPLES REPUBLIC



cy, all of whom are hereinafter deemed included in the term
6... to the extent of their interest as insurer, reinsurer,
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 Polish People’s
Republic or to Coverage relating to projects with respect to which
the Government of the Polish People’s Republic, or any agency or
=—~“
@:= subdivision thereof, has entered into a contract involving
e provision of goods or services or invited tenders on such a

ontract.

ARTICLE 3

(a) If the Issuer makes payment to any party under Coverage,

the Government of the Polish People’s Republic 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

Tssuer to any right, title, claim, privilege, or cause of action

isting, or which may arise, in connection with such payment.



(b) The Issuer shall assert no greater rights than those of ee

transferring party under Coverage with respect to any interests
ransferred or succeeded to under this Article. In the event that
che Government of the United States of America is prevented from
asserting any rights it may have as Issuer, nothing in this
Agreement shall limit its right to assert a claim under international

law in its sovereign capacity.

(c) The issuance of Coverage outside of the Polish People’s
Republic with respect to a project or activity in the Polish People’s
Republic shall not subject the Issuer to regulation under the laws :
of the Polish People’s Republic applicable to insurance or financial

erganizations.

~ (4) The Issuer shall not be subject to tax in the Polish
@.... Republic as a result of any transfer or succession which
occurs pursuant to Article 3(a) hereof. Tax treatment of other
transactions conducted by the Issuer in the Polish People’s Republic
shall be determined by applicable law or specific agreement between
the Issuer and appropriate fiscal authorities of the Government of

the Polish People’s Republic.

ARTICLE 4

To the extent that the laws of the Polish People’s Republic
partially or wholly invalidate or prohibit the acquisition from a
rty under Coverage of any interest in any property within the

erritory of the Polish People’s Republic by the Issuer, the

sovernment of the Polish Feople’s Republic shail permit such party

me