MB-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 $150,000:

1. Review existing loan, security and project documentation (and coordinate with Mexican counsel, as required by the governing law of the documentation) and advise OPIC in connection with decisions regarding potential remedies regarding a distressed project borrower; potential remedies may include foreclosure and asset sales, sweeping cash in trust accounts, and exercise of share pledges.

2. Advise regarding actual exercise of remedies; advice would include working with Mexican counsel to determine necessary steps, timelines and best practices with respect to exercise of foreclosure remedies and asset sales, sweeping cash in trust accounts, and transfer of pledged assets, if applicable.

3. Draft demand notices, forbearances and other documents necessary to exercise remedies or preserve the right to exercise remedies.

4. In the event a restructuring is reached instead of exercise of remedies, assist in negotiating and drafting documentation of a restructuring agreement and consents with related parties, which will likely include restructured terms for the life of the loan.

5. In the event that a restructuring cannot be reached, analyze OPIC’s legal rights and potential liabilities in a suit to foreclose on the project’s assets and exercise rights under the trust and pledge agreements.

6. Coordinate with Mexican counsel retained by OPIC on all matters of local law and local security and project documentation for the project.

7. Create checklist for and assist in managing all elements of a restructuring or enforcement of remedies.

8. Advise OPIC on an as needed basis with respect to creditor issues and other issues that arise during the restructuring or enforcement process.