ARTICLE 5

{a) This Agreement shall enter into force on the date on
which the Government of the Republic of Botswana notifies the
Government of the United States of America that all legal
requirements for entry into force of this Agreement have been
fulfilled.

{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.

{c) Upon entry into force, this Agreement shall
supersede the agreement on investment guaranties between the
Government of the United States of America and the Government
of the Republic of Botswana done at Gaberones on January 12,
1968. Any matter concerning the Republic of Botswana relating
to suppert by OPIC of investments in the territory of the
Republic of Botswana prior to the entry into force of this
Agreement shall be resolved under the terms of this Agreement.

In Witness Whereof, the undersigned, duly authorized by
their respective Governments, have signed this Agreement.

Done at Gaborone, Botswana, on the 12th day of December
1997, in duplicate, both texts being equally authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA THE REPUBLIC OF BOTSWANA
—=?

LEL, GLA Mirada
Kirk Robertson - Hon. K. George Kgoroba
Executive Vice President Minister of Commerce and
Overseas Private Investment Industry
Corporation


*

INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE GOVERNMENT OF THE REPUBLIC OF BOTSWANA

The Government of the United States of America and the
Government of the Republic of Botswana:

Affirming their common desire to encourage economic
activities in the Republic of Botswana that promote the
development of the economic resources and productive capacities
of the Republic of Botswana; 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
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
Republic of Botswana. 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 in the
Republic of Botswana and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the
laws of the Republic of Botswana applicable to insurance or
financial organizations.


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(b) All operation and activities undertaken by the Issuer
in connection with any Investment Support, and all payments,
whether of interest, principal, fees, dividends, premiums or the
proceeds from the liquidation of assets or of any other nature,
that are made, received or guaranteed by the Issuer in connection
with any Investment Support shall be exempt from Taxes. The
Issuer shall not be subject to any Taxes 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 support
programs of any other national or multilateral development
institution which operates in the Republic of Botswana.

(c) If the Issuer makes a payment to any person or entity,
or exercises its rights as a creditor or subrogee, in connection
with any Investment Support, the Government of the Republic of
Botswana shall recognize the transfer to, or acquisition by, the
Issuer of any cash, accounts, credits, instruments or other
assets in connection with such payment or the exercise of such
rights, 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 the Issuer pursuant to paragraph
(c) of this Article.

ARTICLE 3

{a) Amounts in the currency of the Republic of Botswana,
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
Republic of Botswana, shall be accorded treatment in the
territory of the Republic of Botswana 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 the 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 Republic of Botswana in accordance with its
laws.


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ARTICLE 4

(a) Any dispute between the Government of the United
States of America and the Government of the Republic of
Botswana 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 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 questions 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 Government. 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 all other matters, the arbitral tribunal
shall regulate its own procedures.