{b) This Agreement shall continue in force until six months from the date of a receipt
of a note by which one Government informs the other of an intent to terminate this Agreement. In
such event. the provisions of this Agreement shall, with respect to Investment Support provided
while this Agreement was in force, remain in force so long as such Investment Support remains
outstanding, but in no case longer than twenty years after the termination of this Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective Governments,
have signed this Agreement.

DONE at Washington on the eighth day of March, 1996, in duplicate, in the English and
Lao languages, both texts being equally authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA THE LAO PEOPLE'S
DEMOCRATIC REPUBLIC

[ius mil — <a



INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE LAO PEOPLE'S DEMOCRATIC REPUBLIC

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF THE
Lao PEopLe's DEMOCRATIC REPUBLIC;

AFFIRMING their common desire to encourage economic activities in the Lao People's
Democratic Republic that promote the development of the economic resources and productive
capacities of the Lao People's Democratic Republic; and

RECOGNIZING that this objective can be promoted through investment support provided
by the Overseas Private Investment Corporation ("OPIC"), a development institution and an
agency of the United States of America, in the form of investment insurance and reinsurance. debt
and equity investments and investment guaranties:

HAVE AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein provided. The
term “Investment Support" refers collectively to any debt or equity investment. any investment
guaranty and any investment insurance or reinsurance which is provided by the Issuer in
connection with a project in the territory of the Lao People's Democratic Republic. The term
"Issuer" refers to OPIC and any successor agency of the United States of America. and any agent
of either. The term "Taxes" means all present and future taxes, levies, imposts, stamps, duties and
charges imposed by the Government of the Lao People's Democratic Republic and all liabilities
with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the laws of the Lao People's
Democratic Republic applicable to insurance or financial organizations.

(b) All operations and activities undertaken by the Issuer in connection with any
Investment Support, and all payments made or received by the Issuer in connection with any
Investment Support, whether as interest, principal, fees, dividends or the proceeds from the
liquidation of assets or otherwise, shall be exempt from Taxes in the Lao People's Democratic


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Republic. The Issuer shall not be subject to any Taxes in the Lao People's Democratic Republic
in connection with any transfer, succession or other acquisition which occurs pursuant to
Paragraph (c) of this Article or Article 3(a) hereof. Any project in connection with which
Investment Support has been provided shall be accorded tax treatment no less favorable than that
accorded to projects benefiting from the investment equity, finance, insurance or guaranty
programs of any other national or multilateral development institution which operates in the Lao
People's Democratic Republic.

(c) If the Issuer makes a payment to any person or entity, or exercises its rights as a
creditor, in connection with any Investment Support, the Government of the Lao People's
Democratic Republic shall recognize the transfer to, or acquisition by, the Issuer of any cash,
accounts, credits, instruments or other assets 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.

(d) With respect to any interests transferred to the Issuer or any interests to which the
Issuer succeeds under this Article. the Issuer shall assert no greater rights than those of the person
or entity from whom such interests were received, provided that 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
pursuant to Paragraph (c) of this Article.

ARTICLE 3

(a) Amounts in the currency of the Lao People's Democratic Republic, including cash,
accounts, credits, instruments or otherwise, acquired by the Issuer upon making a payment, or
upon the exercise of its rights as a creditor, in connection with any Investment Support provided
by the Issuer for a project in the Lao People's Democratic Republic, shall be accorded treatment in
the territory of the Lao People's Democratic Republic no less favorable as to use and conversion
than the treatment to which such funds would have been entitled in the hands of the person or
entity from which the Issuer acquired such amounts.

(b) Such currency 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 Lao People’s Democratic Republic in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Government of the United States of America and the
Government of the Lao People's Democratic Republic regarding the interpretation of this
Agreement or which, in the opinion of either party hereto, presents a question of international law
arising out of any project or activity for which Investment Support has been provided shall be


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resolved, insofar as possible, through negotiations between the two Governments. If, six months
following a request for negotiations hereunder, the two Governments have not resolved the
dispute, 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.

(b) The arbitral tribunal referred to in Paragraph (a) of this Article shall be established
and shall function as follows:

(i) Each Government shall appoint one arbitrator. These two
arbitrators shall by agreement designate a president of the 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 International Centre for the Settlement of Investment
Disputes to make the necessary appointment or appointments. Both Governments
hereby agree to accept such appointment or appointments.

(ii) Decisions of the arbitral tribunal shall be made by majority vote and
shall be based on the applicable principles and rules of international law. Its
decision shall be final and binding.

(iii) | During the proceedings, each Government shall bear the expense of
its arbitrator and of its representation in the proceedings before the tribunal,
whereas the expenses of the president and other costs of the arbitration shall be
paid in equal parts by the two Governments. In its award, the arbitral tribunal may
reallocate expenses and costs between the two Governments.

(iv) In ail other matters, the arbitral tribunal shall regulate its own
procedures.

ARTICLE 5

(a) This Agreement shall enter into force on the date on which the Government of the
Lao People's Democratic Republic notifies the Government of the United States of America that
all legal requirements for entry into force of this Agreement have been fulfilled. Upon so entering
into force, this Agreement shall replace and supersede the agreement between the United States of
America and Laos effected by exchange of notes signed at Vientiane on December 29, 1964, and
any matter relating to Investment Support or otherwise pending under such agreement shall be
treated or disposed of under the terms of this Agreement.