Qedl ,7 WHITESCASE Wle a Case LLF rel mm Ma) 29' 3009 m' His Mr lillzh' Sam Cass l'rcsidenciul Manuel Enrique Anny) San Salvador, chubllc of El Salvador The Manual Arguum d: l/ Mi erFnrugn Afl Lludud Auuguo Cusun an, Republu. Salvador llunmahlc Dr Juse Guillermo Maw llnzuclu Re. Nmicc ux' Subnm a (Ilaxm under Sechun ol'chapxcr 01 me [)nmm ngumm 09ml 11;"de Slalcs FR:ch Agreement 7 DcurSirs: w: reprcsunl Mr 1m 0m; Crurdien (Ills a nazmnal of ms llnilcd mm of America and Xmamgua, and Emma: de Salvador, de cv cumpAny incorpumcdm adom 3.. r. 2 5' Pursuant In Article of \he Duminicun RtpublIchemml AmericarUniled Slums l'ruc Trade Agreemem 1h: serves this Name In Submit a ('Lum (u for breach lw El Salvador 0! |s obligations under CAFTA, on his own behalf and on behalf of [he BAES. as an lm' 'lmcm Emerpxw: In accordance with Articles IO l5 and 10 lb(l)(a) ml 01 CAI-TA mucrcd mu) force for Ll Salmdor on 1 Mum). 2006. 2 9 HM ?005 70b His Excellency Elias Antonin Saca HIT e; A5 May 29, 2009 1. Identification of the Investor and the Investment Enterprise The Investor's dominant and effective nationality is that of the United States of America. The Inveslor is also a national of Nicaragua. In additiun, El Salvador imposed nationality on file Investor as of 2002. Under Article H128 of "a naiuml person who is a dual national shall be deemed to be exclusively a national of the State of his or her dominant and cffeclive nationality". For purposes of claim the Investor slrall be deemed to be exclusively a natrenal of the Uniled Slates ofAmerica, Ilis investments in El Salvadur are pmtected by CAFTA The is an indirect owner of BAES, The Investor's investment in BAES constitutes a covered investment under CAFTA. in accordance willt Article the name and address uftlle investor are: Mr, Juse ()filin Gurdizin United Slales of America In accordance Article in lfi(2)(a)(ii) tire name, address and place are; Baterl'as dc El Salvador, A tie CV. San Salvador, El Salvador Place ofincurporatiull: San Salvador, El Salvador 11. Breach of El Salvador has breached its obligations under Section A of Chapler 10 of CAFTA. including, bul not limited to the following provisions: Aniclc 10.3 (National Treatment) (ii) 10.4 (Mastravcretl Investor Treatment) Article 105 (Minimum Standard ofTrcatment) (iv) Article 10 7 (Expropriation and Compensation) Anrcle 103 (National Treatment) prevrdes, I Each Party shall acmnl rnveslars l-any Irealmenr no less favorable lhan lhal ll accords, ln hire circumstances, to ils awn investors with respecl to lhe exmblishmem, expansion, managemenl, canducl, apzralmn, and salt: nr other dispaslliun in Us lenimry 2 Each Parry shall award In cavered no less fnvumble lharl that ll accords, in like circumstances, It) lnveslmenls in its His Excellency Mr. Elias Antonio Saca May 29, 2009 territory of its own investors with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments. 3. The treatment to be acconded by a Party under paragraphs 1 and 2 means, with respect to a regional level of government, treatment no less favorable than the most favorable treatment accorded, in like circumstances, by that regional level of government to investors, and to investments of investors, of the Party of which it forms apart. Article 10.4 (Most~Favored?Nation Treatment) provides: 1. Each Party shall accord to investors of another Party treatment no less favorable than that it accords, in like circumstances, to investors of any other Party or of any non-Party with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory. 2. Each Party shall accord to covered investments treatment no less favorable than that it accords, in like circumstances, to investments in its territory of investors of any other Party or of any non?Party with respect to the establishment, acquisition, expansion, management, canduct, operation, and sale or other disposition of investments. Article 10.5 (Minimum Standard of Treatment) provides: 1. Each Party shall accord to covered investments treatment in accordance with customary international law, including fair and equitable treatment and full protection and security. 2. For greater certainty, paragraph 1 prescribes the customary international law minimum standard of treatment of aliens as the minimum standard of treatment to be a?orded to covered investments. The concepts of ?fair and equitable treatment" and ??tll protection and security do not require treatment in addition to or beyond that which is required by that standard, and do not create additional substantive rights. The obligation in paragraph I to provide 'fair and equitable treatment" includes the obligation not to deny. justice in criminal, civil, or administrative adjudicatory proceedings in accordance with the principle of due process embodied in the principal legal systems of the world; and ?full protection and security" requires each Party to provide the level of police protection required under customary international law. WHITEECASE His Excellency Mr. Elias Antonio Saca May 29, 2009 3. A determination that there has been a breach of another provision of this Agreement, or of a separate international agreement, does not establish that there has been a breach of this Article. Article 10.7 (Expropriation and Compensation) provides in relevant part: 1. No Party may expropriate or nationalize a covered investment either directly or indirectly through measures equivalent to expropriation or nationalization ("expropriation"), except: (C) for a public purpose; in a non-discriminatory manner; on payment of prompt, adequate, and effective compensation in accordance with paragraphs 2 through 4; and in accordance with due process oflaw and Article I 0. 5. 2. Compensation shall: (C) be paid without delay; be equivalent to the fair market value of the expropriated investment immediately before the exprOpriation took place (?the date of expropriation not re?ect any change in value occurring because the intended expropriation had become known earlier; and be fully realizable and freely transferable. 3. 1f the fair market value is denominated in afreer usable currency. the compensation paid shall be no less than the fair market value on the date of expropriation, plus interest at a commercially reasonable rate for that currency, accrued from the date of expropriation until the date of payment. 4. If the fair market value is denominated in a currency that is not ?eely usable, the compensation paid - converted into the currency of payment at the market rate of exchange prevailing on the date of payment shall be no less than: the fair market value on the date of expropriation, converted into a freely usable currency at the market rate of exchange prevailing on that date, plus interest, at a commercially reasonable rate for that freely usable currency, accrued from the date of expropriation until the date of payment. WHITE 5. CASE His Excellency Mr. Elias Antonio Saca CASE May 29, 2009 Legal and Factual Basis for the Claims 1. The Investor has. been an indirect shareholder in BAES since 2003. On or about July 1, 2007, the Investor acquired an indirect controlling interest in BAES. 2. BAES previously operated a battery production and recycling facility in the locality of Sitio del Ni?o, San Juan Opico, El Salvador. The facility was assessed and certi?ed by the Green Lead Project, an international working group for the development of best practices for the handling of lead acid batteries. It was the only facility of its kind in El Salvador and employed 600 workers. 3. On September 24, 2007, El Salvador unlawfully seized and closed the facility, with the aid of the Salvadoran special police. It carried out the seizure with no notice prior to the day of the seizure and without safeguarding the facility or equipment and environmental conditions. El Salvador has controlled the facility since that date. 4. El Salvador seized the facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investor had with respect to its use and operation of the facility. 5. As a result of these and other actions, a legal dispute has existed between the Investor and the Investment Enterprise, on the one hand, and El Salvador, on the other, since September 24, 2007. Moreover, since its seizure of the facility, El Salvador has targeted of?cers and directors of BAES through unlawful criminal proceedings. 6. The above actions, among others, constitute violations by El Salvador of its obligations under CAFTA with respect to the Investor and BAES, including without limitation: The obligation to grant the Investor and BAES and their reSpective investments treatment no less favorable than that it accords, in like circumstances, to its own investors or to such investors? investments in its territory with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory, as provided under CAFTA Article 10.3. Among other acts, El Salvador imposed on BAES an unlawful and discriminatory sanction that affected the investments of the Investor and BAES. The obligation to grant the Investor and BAES and their respective investments treatment no less favorable than that it accords, in like circumstances, to investors of any other Party or of any non-Party or to such investors? investments in its territory with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory, as provided under CAFTA Article 10.4. Among other acts, El Salvador imposed on BAES an unlawful and discriminatory sanction that affected the investments of the Investor and BAES. His Excellency Mr. Elias Antonio Saca May 29, 2009 7. IV. WHITE CASE The obligation to grant the Investor and BAES the minimum standard of treatment owed to aliens provided under Article 10.5 of CAFTA, including without limitation its obligation to provide them with fair and equitable treatment and full protection and security. Among other acts, El Salvador seized and closed the BAES facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investor and BAES had with respect to their investments. The obligation to refrain from expropriating an investment either directly or indirectly without a public purpose, in a non-discriminatory manner, on payment of prompt, adequate and effective compensation, and in accordance with due process of law, as provided under CAFTA Article 10.7. By seizing the facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investor had with respect to its use and operation of the facility, El Salvador expropriated the Investor?s investment or took measures equivalent to an expropriation of the Investor?s investment, without a public purpose, in a discriminatory manner, without payment of any kind of compensation, and in violation of due process of law. The acts of El Salvador caused a total loss of Investor?s and investments in El Salvador, as well as other damages. Relief Sought and Approximate Amount of Damages Claimed The Investor and BAES, as the Investment Enterprise, demand the following relief: 1. 4. 5. Damages of approximately USS 70 million as compensation for the losses caused by, or arising out of, actions by El Salvador that are inconsistent with its obligations contained in Chapter 10, Part A of CAFTA. Costs associated with these proceedings, including all professional fees and disbursements; Fees and expenses incurred by the Invostor or BAES to defend themselves from legal proceedings initiated against them; Pro-award and post-award interest; and Such further relief as counsel may advise and that the Tribunal may deem appropriate. The investor and BAES each reserve the right to demand the relief requested individually or jointly, and to amend the nature or amount of the relief requested. His Excellency Mr. Elias Antonio Saca May 29, 2009 V. Consent to Arbitration Each of the Investor and BAES, as the Investment Enterprise, hereby acknowledges the consent of El Salvador to the submission of disputes to international arbitration in accordance with the provisions of Section of Chapter 10 of CAFTA, and consents to arbitration of such disputes before the International Centre for Settlement of Investment Disputes or alternately before an ad hoc arbitration tribunal constituted under the arbitration rules of the United Nations Commission on international Trade Law Each of the Investor and BAES expressly reserves its rights to pursue claims against El Salvador individually or jointly under CAFTA, and expressly reserves its rights to amend or supplement the information and claims set forth herein. Each of the Investor and BAES reserves all available rights against El Salvador. The Investor and BAES continue to welcome the opportunity to consult with El Salvador in pursuit of an amicable solution of this matter. Over the past nineteen months since El Salvador seized the facility, the Investor and BAES have sent El Salvador numerous letters, attached hereto as Exhibit A, seeking amicable discussions and an amicable solution pursuant to Article 10.15 of CAFTA. They have received no response to such correspondence. For all of the reasons set forth above, the Investor and BAES demand resolution of this dispute. Veryt ly-y urs, I WH. TE a. CASE LLP Jonathan C. Hamilton On behalf of: Jose O?lio Gurdian Baterias de El Salvador, SA. de C.V. Enclosure fl, VWHITESCASE May 29. 2009 .BY HANJ HIS Mr. Elluv Amnnlo Sllca . Boulevard Manuel Emlun Amulo San Salvador, Republic of Salmllor Ezmllas Th1: Hanumblc Dr Joae Mam Brizucla Vli ol'PubllC llcallh and Social Service pub ofFl Salmdur Re. Name of [mum 10 Submit a Claim under swim. lo s1; 7 Dear 1 rs: \Nc ccrlam inveslun below \Ahu made mcnl~ Balerlas de Fl Snlvudnn A. dc a company ulcorpumlcd ln lhe Repuhllu of Salvadol ("El 5 hador"). Purmam ln Amclc 10.160) ul' Dominican slams lime Trade Agreement ma Inv "is I Mr aoAnloniu Sacu WHITE RCASE May 2009 of Ihe The and nalionaluy nfcach ul'America. ('crlain ul' am also nalionab m' Nxcaragua And/m Suluudm Under Aniclc 1023 of CAHA, natural Iversun who IS a dual nmmnul shall be damned to be exclusively a of the Slam of ms or her dominant and drama nzuiunum Fm pmposus ur Um cxmm. me Im mom shall be deemed to bc Cxclusivel) the United 5mm or 'rhcu L-l 541mm arr. pmluclcd b} 'I'hc own ccn'dm Indircnl Bl covered under (A The A In \uth Amok 10 uf CAI-TA. the Hanna and adzlles '5 0| [he are Ms. Sandra and") Eacu rm A. Mr. llunald Antonin I acet'u' A, Mr Ronald (jurdmu USA Ms upini A Mr Andruw Ikcapmi LSA His Excellency MrJilias Antonio Saca May 29, 2009 I I 11. Branch of Obligations El Salvadorhas breached its obligations under Section A of Chapter 10 of CAFTA, including, but n0t limizd to the following provisions: 0) Article 10.3 (National Treatment) (ii) Article 10.4 (Most?Favored Investor Treatment) Article 10.5 (Minimum Standard of Treatment) Article 10.7 (Expropriation and Compensation) Article 10.3(National Treatment) provides: 1. Each Party shall accord to investors of another Party treatment no less favaable than that it accords, in like circumstances, to its own investors with respct to the establishment, acquisition, expansion, management, conduct, and sale or other disposition of investments in its territory. 2. Each Party shall accord to covered investments treatment no less favaabte than that it accords, in like circumstances, to investments in its tertiary of its own investors with respect to the establishment, acquisition, management, conduct, operation, and sale or other diSposition of invaiments. 3- The treatment to be accorded by a Party under paragraphs 1 and 2 mews, with respect to a regional level of government, treatment no less fava'able than the most favorable treatment accorded, in like circumstances, by hat regional level of government to investors, and to investments of invstors, of the Party of which it forms apart. Article 10.4 (Most-Favored~Nation Treatment) provides: 1. Each Party shall accord to investors of another Party treatment no less fava'able than that it accords, in like circumstances, to investors of any other Pony or of any non?Party with respect to the establishment, acquisition, exmsion, management, conduct, operation, and sale or other disposition of investments in its territory. 2. Each Party shall accord to covered investments treatment no less fava'able than that it accords, in like circumstances, to investments in its tertiary of investors of any other Party or of any non-Party with respect to the establishment, acquisition, expansion, management, conduct, operation, andsale or other disposition of investments. His Excellency Mr. Elias Antonio Saca May 29, 2009 Article 10.5 (Minimum Standard of Treatment) provides: 1. Each Party shall accord to covered investments treatment in accordance with customary international law, including fair and equitable treatment and full protection and security. 2. For greater certainty, paragraph I prescribes the customary international law minimum standard of treatment of aliens as the minimum standard of treatment to be afforded to covered investments. The concepts of ?fair and equitable treatment? and "full protection and security" do not require treatment in addition to or beyond that which is required by that standard, and do not create additional substantive rights. The obligation in paragraph I to provide: ?fair and equitable treatment? includes the obligation not to deny justice in criminal, civil, or administrative adjudicatoiy proceedings in accordance with the principle of due process embodied in the principal legal systems of the world; and ?full protection and security? requires each Party to provide the level of police protection required under customary international law. 3. A determination that there has been a breach of another provision of this Agreement, Or of a separate international agreement, does not establish that there has been a breach of this Article. Article 10.7 (Expropriation and Compensation) provides in relevant part: I. No Party may expropriate or nationalize a covered investment either directly or indirectly through measures equivalent to expropriation or nationalizatiOn ("exproIJriation except: for a public purpose; in a non-disoriminatoiy manner; on payment of prompt, adequate, and effective compensation in accordance with paragraphs 2 through 4; and (av in accordance with due process of law and Article 10.5. 2. Compensation shall: be paid without delay; at) be equivalent to the fair market value of the expropriated investment immediately before the took place (?the date of expropriation not re?ect any change in value occurring because the intended exprOpriation had become known earlier; and be fully realizable and ?eely transferable. WHITE CASEW His Excellency Mr. Elias Antonio Saca . . . . .. wmrescasa May 29, 2009 3. If the fair market value is denominated in a freely usable currency, the compensation paid shall be no less than the fair market value on the date of exprOpriation, plus interest at a commercially reasonable rate for that currency, accrued from the date of expropriation until the date of payment. 4. if the fair market value is denominated in a currency that is not ?eely usable, the compensation paid converted into the currency of payment at the market rate of exchange prevailing on the date of payment - shall be no less than: the fair market value on the date of expropriation, converted into a freely usable currency at the market rate of exchange prevailing on that date, plus interest, at a commercially reasonable rate for that freely usable currency, accrued ?om the date of exprOpriation until the date of payment. Legal and Factual Basis for the Claims 1. The Investors have held indirect interests in BAES since 2003. 2. BAES previously operated a battery production and recycling facility in the locality of Sitio del Ni?o, San Juan Opico, El Salvador. The facility was assessed and certi?ed by the Green Lead Project, an international working group for the development of best practices for the handling of lead acid batteries. It was the only facility of its kind in El Salvador and emplOyed 600 workers. 3. On September 24, 2007, El Salvador unlawfully seized and closed the facility, with the aid of the Salvadoran special police. It carried out the seizure 'with no notice prior to the day of the seizure and without safeguarding the facility or equipment and environmental conditions. El Salvador has controlled the facility since that date. 4. El Salvador seized the facility in violation of Salvadoran law and procedure and in Violation of the legitimate expectations that the Investor had with respect to its use and operation of the facility. 5. As a result of these and other actions, a legal dispute has existed between the Investor and the Investment Enterprise, on the one hand, and El Salvador, on the other, since September 24, 2007. Moreover, since its seizure of the facility, El Salvador has targeted officers and directors of BAES through unlawful criminal proceedings. 6. The above actions, among others, constitute violations by El Salvador of its obligations under CAFTA with respect to the Investors, including without limitation: The obligation to grant the Investors and their respective investments treatment no less favorable than that it accords, in like circumstances, to its own investors or to His Excellency Mr. Elias Antonio Saca May 29, 2009 such investors? investments in its territory with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory, as provided under CAFTA Article 10.3. Among other acts, El Salvador imposed on BAES an unlawful and discriminatory sanction that affected the Investors? investments. The obligation to grant the Investors and their respective investments treatment no less favorable than that it accords, in like circumstances, to investors of any other Party or of any non-Party or to such investors? investments in its territory with respect to the establishment, acquisition, expansion, management, conduct, operatiOn, and sale or other disposition of investments in its territory, as provided under CAFTA Article 10.4. Among other acts, El Salvador imposed on BAES an unlawful and diseriminatory sanction that affected the Investors? investments. The obligation to grant the Investors the minimum standard of treatment owed to aliens provided under Article 10.5 of CAFTA, including without limitation its obligation to provide them with fair and equitable treatment and full protection and security. Among other acts, El Salvador seized and closed the BAES facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investors had with respect to their investments. The obligation to refrain from expropriating an investment either directly or indirectly without a public purpose, in a non-discriminatory manner, on payment of prompt, adequate and effective compensation, and in accordance with due process of law, as provided under CAFTA Article 10.7. By seizing the facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investor had with respect to its use and Operation of the facility, El Salvador cxpropriated the Investors? investments or took measures equivalent to an expropriation of the Investors? investments, without a public purpose, in a discriminatory manner, without payment of any kind of compensation, and in violation of due process of law. 7. The acts of El Salvador caused a total loss of Investors? investments in BAES, as well as other damages. si??rc?llethE ills/Entonissac? May 29, 2009 IV. Relief Sought and Approximate Amount of Damages Claimed The Investors demand the following relief: 1. Their reSpective interests in the damages suffered by BAES, calculated at approximately 70 million, as compensation for the losses caused by, or arising out of, actions by El Salvador that are inconsistent with its obligations contained in Chapter 10, Part A of CAFTA. 2. Costs associated with these proceedings, including all professional fees and disbursements; 3. Fees and expenses incurred by the Investors to defend themselves from legal proceedings initiated against them; 4. Pre?award and post-award interest; and 5. Such further relief as counsel may advise and that the Tribunal may deem appropriate. Each of the Investors reserves the right to demand the relief requested individually or jointly, and to amend the nature or amount of the relief requested. V. Consent to Arbitration Each of the Investors hereby acknowledges the consent of El Salvador to the submission of disputes to international arbitration in accordance with the provisions of Section of Chapter 10 of CAFTA, and consents to arbitration of such disputes before the International Centre for Settlement of Investment Disputes or alternately before an ad hoc arbitration tribunal constituted under the arbitration rules of the United Nations Commission on International Trade Law Each of the Investors expressly reserves his or her rights to purSUe claims against El Salvador individually or jointly under CAFTA, and expressly reserves his or her rights to amend or supplement the information and claims set forth herein. Each of the Investors reserves all available rights against El Salvador. The Investors continue to welcome the opportunity to consult with El Salvador in pursuit of an amicable solution of this matter. Over the past nineteen months since El Salvador seized the facility, representatives of the Investors have sent El Salvador numerous letters, attached hereto as Exhibit A, seeking amicable discussions and an amicable solution pursuant to Article 10.15 of CAFTA. They have received no response to such correspondence. His Excellency Mr. Elias Antonio 8303 I May 29, 2009 For all ofthe reasons set forth above, the Investors demand resolution of this dispute. Very trul yours, I at anC. Hamilton On behalfof: Sandra Lacayo Escapini Ronald Antonio Lacayo Ronald Gurdi?n Elena Mercedes Escapini Humberto Andres Escapini Enclosure Wm Mass. May 29, 2000 BY HAND Hisl 'Anmninfinca President Cam [mm-"cm Mumch Emith Amujo Sun Salvadnr, Rupubhc 0f alvador The Honorable Mumol Argucla dc eril Irs Clude Anugnn Cumuun. Rupubhc um Salvador The Dr. Jose Mm calm and social -- Salvador, Republic ofFl ?ul\udnr S. a 1 Dear Sir? We repress!" Oak LP ("Oak Inveslmenls"). Company mcm'pnratcd Seminnd' United ngdum, and Rmcn'm dc I. Salvador. SA dc (IV. a \nwrporamd Republic um Salvador Oak lnvcumcms and MAPS cach madu imcumems in El Salvador that conmbuml 1h: economy of Salvador mmugh \hc oporcuion of a battery pmducliun and recyclan facility In the locality 0t 5mg del Nifio, San Juan ()piU Salvadur 'l'hc mm) mm 45> \'cd and ccnificd by Gran Lead l'mj an imcmauonal \mGmg gmup for the dmelopmenl ofhest pmcuces for me of lead and batteries. is (he pcc|ll1 pullce curried (ml me scizum wilhout mfcguurdmg the Excile wuu Eneel?lency Mr. Elias Antonio Saca May 29, 2009 El Salvador seized the Investors? facility in violation of Salvadoran law and procedure and in violation of the legitimate expectations that the Investors had with respect to their use and operation of the facility. Moreover, since its seizure of the facility, El Salvador has targeted of?cers and directors of Oak Investments and BAES through unlawful criminal proceedings. The acts of El Salvador caused a total loss of the Investors? investments in El Salvador and other damages. Oak Investments and its subsidiary BAES and their investments are protected by the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the Republic of El Salvador for the Promotion and Protection of Investments (signed 14 October 1999, entered into force 9 March 2000) (the A legal dispute has existed between the Investors and El Salvador since September 24, 2007. Through the seizure of the facility and other acts, El Salvador breached its obligations to the Investors under the BIT, including without limitation its obligations under Articles 3 and 5 of the BIT. Under Article 2(2) of the BIT, El Salvador has breached its obligations to accord fair and equitable treatment and full protection, and not to impair by unreasonable and discriminatory measures the management, maintenance, use, enjoyment and disposal of the Investors? investments in El Salvador. Under Article 3, El Salvador has breached its obligations to accord the Investors and their investments national treatment and Most-Favored Nation treatment. El Salvador also failed to observe obligations entered into with regard to the Investors? investments. Under Article 5 0f the BIT, El Salvador violated its obligation not to expropriate the InvestOrs? investments or subject them to measures having effect equivalent to expropriation. Each of the Investors hereby acknowledges the consent of El Salvador to the submission of disputes to international arbitration in accordance with the provisions of Article 8 of the BIT, and each consents to arbitration of such disputes before the International Centre for Settlement of Investment Disputes The Investors and any of their shareholders expressly reserve their right to pursue action against El Salvador individually or jointly under the BIT or under any other treaty that may be available. The Investors reserve all available rights against El Salvador. The Investors continue to welcome the opportunity to consult with El Salvador in pursuit of an amicable solution of this matter. Over the past nineteen months since El Salvador seized the facility, representatives of the Investors have sent El Salvador numerous letters seeking amicable discussions and an amicable solution (attached hereto as Exhibit A). El Salvador has not responded to such correspondence. lilis?lincellency Saca I May 29, 2009 The Investors reserve the right to commence arbitration against El Salvador, individually or jointly, at any time. wryn?E CASE LLP Jonathan C. Hamilton On behalf of Oak Investments LP and Baterias de El Salvador, SA. de C.V. Enclosure