Guidelines for Representation of EXIM by Outside Counsel in Finance Matters

I. Introduction

The following guidelines ("EXIM Bank Guidelines") set forth the policies of the Export-Import Bank of the United States ("EXIM Bank") for the engagement of outside international counsel for EXIM Bank financing transactions (each an "EXIM Bank Financing")1 where EXIM Bank is the client but legal fees are paid by the borrower or another creditworthy entity (the "Borrower"). When a law firm (the "Firm") is engaged to represent EXIM Bank on any EXIM Bank Financing (an "EXIM Bank Representation"), it shall acknowledge in writing that it has reviewed the April 2006 EXIM Bank Guidelines and agrees to comply with them.

II. Retention of Counsel & Fee Arrangements

A. On each EXIM Bank Representation, the Firm is responsible for executing its own engagement letter with the Borrower. The Firm will provide a draft of the engagement letter to EXIM Bank for comment prior to execution and a copy of the final executed letter. Such engagement letter must:

(i) state that the Borrower will pay the Firm's legal fees and expenses in connection with the EXIM Bank Representation and the Firm will look only to the Borrower for any payment, and not to EXIM Bank;

(ii) acknowledge that the Firm's client is EXIM Bank and state that the representation is exclusive or set out the details of any joint representation;

(iii) name the attorneys expected to work on the EXIM Bank Representation ("EXIM Bank Team Members") and designate an attorney who will have primary responsibility for such representation (the "Team Leader"); and

(iv) include an undertaking by the Firm to submit bills for its fees and expenses to the Borrower on a regular basis, with each bill including (a) a summary description of the services rendered (having due respect for maintaining attorney-client privilege), (b) the name and billing rate of each person who provided services during that period, (c) the total number of hours billed by each person for each service described in (a) and for the billing period as a whole, (d) a list of reimbursable expenses itemized by category, and (e) the total amount of fees and expenses billed by the Firm to date on the EXIM Bank Representation. The Firm will provide (I) a copy of each bill, together with a detailed description of services rendered, to EXIM Bank for approval prior to sending it to the Borrower and (II) promptly after June 30 and December 31 of each year, semi-annual summaries of the bills to EXIM Bank.

B. The Firm assumes the credit risk and dispute risk of the Borrower. EXIM Bank has no obligation to pay any of the Firm's fees and expenses; however, EXIM Bank will support the Firm in obtaining payment of its reasonable fees and expenses, which, in cases that EXIM Bank deems appropriate, may include requiring such payment as a closing condition.

C. During the course of the EXIM Bank Representation, the Firm shall promptly respond to inquiries from the Borrower or EXIM Bank regarding past and expected fees and expenses. EXIM Bank expects the Firm's staff to use good judgment and to incur only reasonable expenses necessary to achieve EXIM Bank's objectives in connection with an EXIM Bank Representation.

D. The Firm shall promptly notify EXIM Bank of the departure from the Firm of any partner or senior associate who is an EXIM Bank Team Member, the withdrawal of any EXIM Bank Team Member from an EXIM Bank Representation, and the addition of any new EXIM Bank Team Members.

III. Avoidance of Conflicts of Interest

EXIM Bank expects to work closely with the Firm in identifying policy issues, formulating positions and applying them to the circumstances of individual transactions. Such policies and positions are likely to be applicable across a wide range of EXIM Bank Financings. In order to facilitate the free flow of information and ideas between EXIM Bank staff and the Firm, EXIM Bank has adopted the general policy that any attorney who is involved in an EXIM Bank Representation should not represent any potentially adverse party in any financing involving EXIM Bank, as more fully described in the Conflicts and Waivers Policy in Annex A attached hereto.

IV. Publications & Speeches

A. In the event that any attorney or other employee of the Firm publishes any article, makes any speech or appears on a panel discussion relating to an EXIM Bank Representation, the Firm shall ensure such person does not disclose any confidential information. The Firm shall require such person to make clear that he or she is writing or speaking in his or her own behalf, and not on behalf of EXIM Bank. The Firm should deliver promptly to EXIM Bank copies of all speeches and articles referred to above after they have been given or published.

B. In its promotional materials describing various client representations, the Firm may disclose publicly available information about a particular EXIM Bank Representation, provided that the Firm has performed substantial work in connection with such representation.

V. Rules of Professional Responsibility

The EXIM Bank Guidelines are intended to supplement any professional or ethical obligations applicable to the Firm's professional staff, including those set forth in the D.C. Rules of Professional Conduct. Notwithstanding the payment obligations of the Borrower described above, for the purposes of the D.C. Rules of Professional Conduct and other applicable professional or ethics codes, EXIM Bank, and not the Borrower, shall be deemed to be the Firm's client in an EXIM Bank Representation.

VI. Files

All electronic and physical files relating to an EXIM Bank Financing prepared by the Firm ("EXIM Bank Files") belong to EXIM Bank. The Firm may not reproduce, transfer or destroy EXIM Bank Files without the prior written approval of EXIM Bank. The Firm shall transfer all EXIM Bank Files to EXIM Bank at actual cost upon EXIM Bank's written request. The Firm shall not have any lien over any EXIM Bank Files.

VII. Notices

All notices to EXIM Bank shall be sent by facsimile transmission (with an original copy sent promptly thereafter by first class mail), courier or overnight mail to the General Counsel of EXIM Bank or the specific EXIM Bank attorney assigned to the transaction at the following address:

Office of the General Counsel
Export-Import Bank of the United States
811 Vermont Avenue, N.W.
Room 947
Washington, DC 20571
Fax: (202) 565-3462

VIII. Sanctions

Without limitation, failure to comply with the EXIM Bank Guidelines may result in EXIM Bank terminating any then existing EXIM Bank Representations with the Firm and/or disqualifying the Firm for future transactions.

April 2006

1 Including, but not limited to, any financing handled or supervised by EXIM Bank's Structured Finance, Transportation, Trade Finance and Insurance, or Asset Management Division; and any restructuring of any transaction involving EXIM Bank. These guidelines are not intended to apply to collection matters, or legal research not connected with a transaction. The application of these guidelines to local counsel should be considered on a case-by-case basis.


Annex A Conflicts and Waivers Policy

1. The Firm and each EXIM Bank Team Member must agree to abide by the EXIM Bank Guidelines.

EXIM Bank Team Members

2. During the course of any EXIM Bank Representation, and for six months after either the Firm is no longer retained on such EXIM Bank Representation or the EXIM Bank Team Member has withdrawn from such EXIM Bank Representation, an EXIM Bank Team Member may not without the prior written consent of EXIM Bank represent any party in a different EXIM Bank Financing other than EXIM Bank or a Permissible Party, as determined by EXIM Bank in its sole discretion. Permissible Party may include (a) the Overseas Private Investment Corporation, (b) another export credit agency (acting in its capacity as such), (c) a multilateral development institution, (d) an EXIM Bank guaranteed lender (in its capacity as such) if EXIM Bank is providing comprehensive cover, or (e) a commercial financial institution providing parallel financing if EXIM Bank is providing a direct loan or comprehensive cover; provided in each case that such party does not have an actually or potentially adverse or divergent interest from that of EXIM Bank in the proposed EXIM Bank Financing (as determined by EXIM Bank). A potentially adverse or divergent interest includes, for example, cases in which the other party is the borrower or a provider of subordinated financing or other financing having rights to payment, collateral or voting other than on a pari passu basis in the proposed EXIM Bank Financing.

3. The following individuals shall not be deemed EXIM Bank Team Members: (a) attorneys who consult with EXIM Bank Team Members on a limited basis with respect to matters that are not proprietary, confidential or sensitive, provided that such attorneys are given only the information needed to render the requested advice; and (b) junior attorneys and paraprofessionals who assist in a limited, non-substantive way with ministerial matters in connection with the closing of a particular EXIM Bank Financing.

4. EXIM Bank Team Members may not consult on any matter related to an EXIM Bank Financing with an attorney who is currently engaged in the representation of any party in an EXIM Bank Financing other than a Permissible Party.

5. EXIM Bank Team Members may discuss proprietary, confidential or sensitive matters relating to an EXIM Bank Representation only with other EXIM Bank Team Members.

6. If there is any doubt as to whether any aspect of an EXIM Bank Representation is proprietary or sensitive, the Team Leader shall discuss such issue with EXIM Bank's General Counsel or the internal EXIM Bank attorney assigned to such EXIM Bank Representation.

The Firm

7. Without prior written approval from EXIM Bank, the Firm may not represent both EXIM Bank and any other party in the same EXIM Bank Financing. In limited circumstances, at the request of the Borrower or another party, EXIM Bank will consider permitting the Firm to represent both EXIM Bank and one or more Permissible Parties in an EXIM Bank Financing. In the event of such a joint representation, EXIM Bank reserves the right (a) to engage separate counsel or (b) at the election of EXIM Bank, to require the other party or parties to engage separate counsel for intercreditor discussions or if an actual or potential conflict arises.

8. The Firm shall give written notice to EXIM Bank whenever an EXIM Bank Team Member represents a Permissible Party in an EXIM Bank Financing. EXIM Bank reserves the right to determine in its sole discretion whether any party has an actually or potentially adverse or divergent interest from that of EXIM Bank.

9. The Firm shall implement appropriate internal procedures to limit access to all files relating to EXIM Bank Representations, whether a hard copy, electronic or otherwise, to EXIM Bank Team Members.

10. If the Firm submits a proposal to represent EXIM Bank (or a lender group potentially including EXIM Bank) on any financing (or if no proposal is submitted, prior to beginning any EXIM Bank Representation), the Firm shall disclose to EXIM Bank the Firm's representation of a client in any transaction or other matter involving EXIM Bank. If during the course of the Firm's representation of any party other than EXIM Bank in any transaction, the transaction becomes an EXIM Bank Financing, the Firm shall give notice to EXIM Bank as promptly as practicable of its representation in the transaction.

11. Without prior written approval from EXIM Bank, the Firm may not represent any party other than EXIM Bank in any litigated or arbitrated matter in which EXIM Bank is a party or which relates to any EXIM Bank Financing.