I. BACKGROUND

I. In 1997-1999, Railroad Development Corporation ("ROC") on its own behalf and on behalf of its investment enterprise, Compaitia Desarrolladora Ferroviaria, Sociedad Anonima ("FVO") entered into a series of agreements which granted to FVG a 50 year usufruct of the right·of·way, track and rolling stock of the defunct national railway in order that ROC and FVG could resuscitate it and operate it, together with associated real estate activities, for the benefit of the people of Guatemala and at a reasonable profit to FVG. From 1997 until 2006, ROC and FVG executed a business plan which reasonably projected profits of $65 million over the life of the usufruct.

2. The Dominican Republic-United States-Central America Free Trade Agreement ("CAFTA·DR" or simply "CAFTA") entered into force between the United States and the Republic of Guatemala ("Republic" or "Respondent") on July I, 2006. On August II, 2006, the President of the Republic of Guatemala, in joint counsel with certain cabinet ministers, signed Government Resolution 433-2006, which declared the usufruct of the rolling stock of the railroad to be "INJURIOUS to the interests of the State" (the "Lesivo Resolution,,).l The Lesivo Resolution was published in the Diorio de Centro America on August 25, 2006, and, thereby became effective on that date (Exhibit C- I). The Lesivo Resolution destroyed FVO's business and, as a result, rendered RDC's investment worthless and caused it to lose its reasonably anticipated profits.