RM-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 security and project 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 U.S. 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 required to secure rights under performance guaranties and for filing proceedings under Mexican law.

4. In the event a restructuring is reached instead of exercise of remedies, assist U.S. counsel in drafting documentation related to a restructuring agreement, including consents required under Mexican law with project parties, including regulators, contractors and power purchase agreement off-takers.

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 U.S. counsel retained by OPIC on all matters of local law and local security and project documentation for the project.

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