RFP.docx

Request for Proposal

The selected law firm shall identify specific attorneys, specify each of their rates and estimate the related mix of the hours of support necessary to perform the following tasks (to be incorporated into Section C of the contract as the “Performance Work Statement”) which OPIC may obtain at a not-to-exceed cost estimate of $182,000:

Counsel would be responsible for the following in connection with the Summit Hotels Limited/ Summit Global Group:

1. Obtaining and maintaining all necessary government consents and security documents including the consent agreements with the Iraqi Ministry of Finance and National Investment Commission, the applicable legal confirmations by the GOI and registration of OPIC’s leasehold mortgage;

2. drafting and negotiating opinions to be issued by local counsel;

3. evaluating and exercising remedies available to OPIC under the transaction documents and at law, including one or more calls under the completion guarantee, drafting of default, acceleration and other notices;

4. evaluating restructuring options and drafting related proposals, term sheets or other documents required by OPIC to negotiate a restructuring of the OPIC loan with the borrower and the sponsors;

5. drafting and participating in negotiation of documents required by OPIC to effectuate a restructuring including amendments to the financing, security and project documents;

6. reviewing all conditions precedent to effectiveness of any restructuring/amendments and provide OPIC with its standard “comfort letter” regarding the fulfillment of such conditions;

7. attending meetings as required and participating in negotiation of documents including, if requested by OPIC, and

8. considering and advising in any other legal issues which may impact on the financing, construction and operation of the project, and performing other associated tasks that may be reasonably requested by OPIC and which represent tasks that could be considered standard for a transaction of this nature.