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AGREEMENTs Law 25.532 Approve a Agreement signed with the Government of the Kingdom of Thailand on the Promotion and Reciprocal Protection of Investments.

Sanctioned: November 27, 2001.

Enacted: January 7, 2002.

The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc., sanction with force of Law:

ARTICLE 1 Appropriate the agreement between the Government of the ARGENTINA REPUBLIC and the Government of the Kingdom of Thailand on the promotion and protection of INVERSIONS, signed in Bangkok .REINO DE TAILAND. on February 18, 2000, which consists of DOCE (12) articles, whose photocopies are authenticated in Spanish. ARTICLE 2 Contact the national executive branch.

IN THE SESSION OF THE ARGENTINE CONGRESS, IN GOOD AIRES, THE VEINTSIETE OF NOVEMBER OF THE YEAR DOS MIL ONE.

# 25.532 EL

PASCUAL RAFAEL. . MARIO A. LOSADA. . Guillermo Aramburu. . Juan C. Oyarzún.

NOTE: The English text is not published.

Agreed

ENTRE

THE GOVERNMENT OF THE

ARGENTINA REPUBLIC

And

THE GOVERNMENT OF THE KINGDOM OF THAILAND

PROMOTION AND PROTECTION

RECIPROCA

INVERSIONS

The Government of the Argentine Republic and the Government of the Kingdom of Thailand, henceforth referred to as the "Contracting Parties";

Wishing to create favourable conditions for greater economic cooperation among them and, in particular, for the investment of capital by investors of a Contracting Party in the territory of the other Contracting Party;

Recognizing that the promotion of such capital investments and the mutual protection of investments under an international agreement will help to stimulate the individual economic initiative and increase the prosperity of both States.

They agreed on the following:

ARTICLE 1

Definitions

For the purposes of this Agreement:

1. The term "inverter" refers to:

(a) any natural person possessing the nationality of any Contracting Party in accordance with the legislation in force in the territory of that Contracting Party;

(b) any legal person incorporated or constituted under the legislation in force in the territory of any Contracting Party with or without limited and organized liability or not for pecuniary gains and based on the territory of that Contracting Party.

2. The term "investment" refers, in accordance with the laws and regulations of the Contracting Party in whose territory the investment is made to any kind of asset invested by an investor of a Contracting Party in the territory of the other Contracting Party, in accordance with the law of the latter. In particular, but not exclusively, it includes:

(a) movable and immovable property, as well as other rights such as mortgages, captions or clothing rights.

(b) actions, titles and obligations of companies or shares in the assets of such companies;

(c) rights to sums of money or to any benefit under a contract that has an economic value, loans shall be included only when they are directly linked to an investment;

(d) intellectual and industrial property rights including, in particular, copyrights, patents, industrial designs, brands, trade name, technical procedures, know-how and clientele;

(e) economic concessions conferred by law or contract, including concessions for the exploration, cultivation, extraction or exploitation of natural resources.

3. The term "gains" refers to all amounts produced by an investment and, in particular, although not exclusively, will include benefits, interest, capital gains, dividends, royalties, or fees.

4. The term "territory" refers to the territory of each Contracting Party including the territorial sea and other adjacent maritime areas on which the relevant Contracting Party may exercise sovereign rights or jurisdiction in accordance with international law.

ARTICLE 2

Scope of the Agreement

1. The provisions of this Agreement shall apply only to cases where investments made by investors of any Contracting Party in the territory of the other Contracting Party have been admitted or otherwise approved in writing, if necessary, by the competent authority in accordance with the laws and regulations of the Contracting Party in whose territory the investment is made.

2. The provisions of this Agreement shall apply to all investments either before or after the entry into force of this Agreement, but the provisions of this Agreement shall not apply to any dispute or dispute arising prior to its entry into force.

3. The provisions of this Agreement shall not apply to investments made by natural persons who are nationals of a Contracting Party in the territory of the other Contracting Party if such persons, at the time of the investment, had been domiciled in the latter Contracting Party for more than two years, unless it is proved that the investment was admitted into its territory from abroad.

ARTICLE 3

Investment Promotion and Protection

1. Each Contracting Party, respecting its plans and policies, shall promote and facilitate investments in its territory by investors of the other Contracting Party.

2. Investments of investors of a Contracting Party shall enjoy full protection and security in the territory of the other Contracting Party.

ARTICLE 4

Investment treatment

1. (a) The investments made by investors of a Contracting Party in the territory of the other Contracting Party and the proceeds thereof shall receive a fair and equitable treatment and not less favourable than that accorded to the investments and profits of the investors of the latter Contracting Party or a third State, which is more favourable to the interested investors.

(b) Each Contracting Party shall in its territory accord to investors of the other Contracting Party with respect to the administration, use, enjoyment or disposal of its investments a fair, equitable, non-discriminatory and no less favourable treatment than that accorded to its own investors or to investors of a third State, which is more favourable to the interested investors.

(c) It shall be construed that all provisions of this Agreement relating to the granting of treatment no less favourable than that accorded to investors of a third State provide that such treatment shall be agreed immediately and unconditionally.

2. Each Contracting Party shall observe any obligation, in addition to those specified in this Agreement, which it has subscribed with respect to the investment made by the investor of the other Contracting Party.

ARTICLE 5

Exceptions

It shall not be construed that the provisions of this Agreement relating to the granting of treatment no less favourable than that accorded to investors of either Contracting Party or a third State require a Contracting Party to extend to investors of the other Contracting Party the benefit of any treatment, preference or privilege that the first Contracting Party may extend under:

(a) any existing or future agreement of free trade zone, customs or economic union, common market or similar regional organization in the "any Contracting Party is or may be a party; or

(b) any international agreement or settlement, or any domestic legislation, relative to total or mainly taxes.

(c) The granting of the status of "promoting person" to a particular or company, in accordance with the Thai Investment Promotion Act; or

(d) The bilateral agreements that stipulate concessional financing concluded by the Argentine Republic with Italy on 10 December 1987 and with Spain on 3 June 1988.

ARTICLE 6

Expropriation and Loss Compensation

1. None of the Contracting Parties shall directly or indirectly take any measure of nationalization or expropriation or any other measure having the same effect against investments in their territory that belong to investors of the other Contracting Party, unless the measures are taken for reasons of public utility, on a non-discriminatory basis and under due process of law. The measures will be accompanied by provisions for immediate, adequate and effective compensation. Such compensation shall amount to the market value of the investment affected by any such measure, shall be paid without delay and shall be effective and freely transferable.

2. Where a Contracting Party expropriates the assets of a company, which has a legal person or is constituted in accordance with the legislation in force in any place of its own territory and in which an investor of the other Contracting Party possesses actions, it shall ensure that the provisions of paragraph (1) of this Article are applied to the extent necessary to guarantee the compensation specified in the same, with respect to the investor of the other Contracting Party that is the holder of such actions.

3. Where investments by an investor of a Contracting Party in the territory of the other Contracting Party suffered losses due to war or other armed conflict, revolution, state of national emergency, rebellion, insurrection or disturbance in the territory of the other Contracting Party, the investor concerned shall receive, insofar as the investor concerned relates to restitution, compensation, compensation or other restitution, a treatment not less favourable than that agreed in the latter circumstances.

4. Without limiting the generality of the provisions contained in Article 4 of the present Agreement, investors of a Contracting Party shall, in respect of a matter considered therein, receive in the territory of the other Contracting Party a treatment no less favourable than that accorded to investors of the last Contracting Party or a third State.

ARTICLE 7

Transfer of Investments and Gains

1. Each Contracting Party shall accord to investors of the other Contracting Party, free transfer of investments and, in particular, profits, but not exclusively from:

(a) the capital and the additional amounts necessary for the maintenance and development of investments;

(b) earnings, benefits, interests, dividends and other current incomes;

(c) loan reimbursement funds defined in Article 1, paragraph (2), (c);

(d) royalties and fees;

(e) the proceeds of a total or partial sale or settlement of an investment;

(f) Compensations provided for in Article 6;

(g) the remuneration of nationals of a Contracting Party who are allowed to work on an investment in the territory of the other Contracting Party.

2. Transfers shall be made without delay in a currency of free convertibility to the market exchange rate prevailing on the date of transfer, in accordance with the procedures established by the Contracting Party in whose territory the investment was made, which did not affect the essence of the rights provided for in this Article.

ARTICLE 8

Subrogation

1. If any of the Contracting Parties or an agency designated by the Contracting Party made a payment to an investor under a insurance policy covering non-commercial risks, which it would have granted with respect to a capital investment or a portion thereof in the territory of the other Contracting Party, the last Contracting Party shall recognize:

(a) the assignment, either under the law or in accordance with a legal transaction, of any right or claim of the investor to the first Contracting Party or to the agency designated by it; and

(b) that the first Contracting Party or the designated agency has the right, under subrogation, to exercise the rights and to enforce the claims of that investor.

2. The first Contracting Party or the designated agency shall, therefore, be entitled to reaffirm, if it so desires, any such rights or claims to the same extent as their offender.

3. If the first Contracting Party acquires sums of money in the legal currency of the other Contracting Party or credits thereof pursuant to an assignment pursuant to paragraph (1) (a) of this Article, such amounts and credits shall be freely available to the first Contracting Party for the purpose of covering the expenses in the territory of the last Contracting Party.

4. In the case of a subrogation, as defined in paragraphs (1) and (2) above, the investor shall not lodge any claim unless authorized by the Contracting Party or the designated agency.

ARTICLE 9

Dispute Settlement between a Contracting Party and an Investor of the other Contracting Party

1. Any dispute arising within the terms of this Agreement relating to an investment between an investor of a Contracting Party and the other Contracting Party shall, to the extent possible, be amicably settled.

2. If the dispute could not be resolved within six months of the date on which it had been raised by any Party, it may be submitted to:

(a) the competent courts of the Contracting Party of the territory in which the investment was made; or

(b) International arbitration under the provisions of paragraph (3).

3. In the event that a dispute had been raised by the investor, and the Parties did not agree with the choice of (a) or (b), the opinion of the investor shall prevail.

4. In accordance with paragraphs (2) and (3), where an investor or a Contracting Party had submitted a dispute to the above-mentioned competent court of the Contracting Party where the investment or international arbitration was made, this election shall be final.

5. In case of international arbitration, the dispute shall be submitted:

(a) to the International Centre for Settlement of Investment Disputes (ICSID) established by the "Convention on Settlement of Investment Disputes between States and Nationals of Other States" opened for signature in Washington on 18 March 1965, once both Contracting Parties were members of the same. If this provision is not complied with, each Contracting Party agrees that the dispute shall be subject to arbitration in accordance with the rules of the supplementary mechanism of ICSID for the administration of the procedures for conciliation, arbitration and investigation of the facts, or

(b) to an arbitration tribunal established for each case in accordance with the Conciliation Regulations of the United Nations Commission on International Trade Law (UNCITRAL).

6. If within three months of the written notification of the submission of the arbitration dispute there is no agreement on the choice of a forum under Article 5 (a) or Article 5 (b), the Parties to the dispute shall be bound to submit it to the International Centre for Settlement of Investment Disputes.

7. The arbitral tribunal shall decide in accordance with the provisions of this agreement, the law of the Contracting Party involved in the dispute, including its rules relating to conflicts of law, the terms of any specific agreement concluded with respect to investment, as well as the relevant principles of international law.

8. Arbitral decisions shall be final and binding on the Parties to the Dispute. Each Contracting Party shall execute them in accordance with its laws.

ARTICLE 10

Dispute Settlement between Contracting Parties

1. Disputes between Contracting Parties relating to the interpretation or application of this Agreement shall, as far as possible, be settled through consultations or negotiations.

2. If a dispute between the Contracting Parties could not be settled in that manner within six months, at the request of any Contracting Party, it shall be submitted to an arbitral tribunal.

3. The arbitral tribunal shall be constituted for each particular case as follows:

(a) each Contracting Party shall designate a member, and these two members shall elect a national of a third State who, with the approval of both Contracting Parties, shall be appointed President of the Tribunal;

(b) such members shall be appointed within three months and the President shall be appointed within four months from the date on which any Contracting Party has informed the other Contracting Party that it intends to submit the dispute to an arbitral tribunal.

4. If within the time limits provided for in paragraph (3) of this Article the necessary designations have not been made, any Contracting Party may, in the absence of another relevant arrangement, invite the President of the International Court of Justice to proceed with the necessary appointments. If the President is a national of one of the Contracting Parties or, for any reason, is prevented from performing such a function, the Vice-President shall be invited to make the necessary appointments.

If the Vice-President is a national of one of the Contracting Parties, or if he is also prevented from playing such a role, the member of the International Court of Justice who follows him in order of precedence and is not a national of one of the Contracting Parties, shall be invited to make the necessary appointments.

5. (a) The arbitral tribunal shall make its decision by a majority of votes. Such a decision shall be binding on both Contracting Parties.

(b) Each Contracting Party shall bear the expenses of its member of the arbitral tribunal and its representation in the arbitral proceedings; the expenses of the President, as well as the other expenses shall be borne in principle by equal parties by the Contracting Parties. However, the court may determine in its decision that a greater proportion of the costs are borne by one of the two Contracting Parties, and this award shall be binding on both Contracting Parties.

(c) In all aspects other than those specified in subparagraphs (a) and (b) of this paragraph, the arbitral tribunal shall determine its own procedure.

ARTICLE 11

More favourable provisions

If the legal provisions of any Contracting Party or obligations under international law currently existing or set forth between the Contracting Parties or if any agreement between an investor of a Contracting Party and the other Contracting Party shall include more favourable rules for investors, such rules shall apply.

ARTICLE 12

Entry into Vigor, Duration and Termination

This Agreement shall enter into force thirty days after the date on which the Contracting Parties have mutually reported that the respective constitutional requirements for the entry into force of this Agreement have been met. It will remain in force for a period of ten years. It will then continue in force indefinitely subject to the right of any Contracting Party to terminate it by a written notification to the other Contracting Party in advance of twelve months, notification that may be made at any time after the expiration of the ninth year. However, with respect to an investment made while the Agreement was in force, its provisions will continue to apply for a period of 10 years from the date of termination.

IN WITNESS WHEREOF, the subscribers, duly authorized to do so by their respective Governments, have signed this Agreement.

HECHO in BANGKOK, February 18, 2000, in two originals in the Spanish languages; Thai and English, these texts being equally authentic. However, in the event of divergence in the interpretation of the provisions, the English text will prevail.