procurement notice

The European Bank for Reconstruction and Development ("EBRD") hereby invites law firms interested in acting as EBRD Outside Counsel in connection with various transactions of the EBRD to express their interest in the manner prescribed below.

This process of registration, for which responsibility lies with the EBRD's Office of the General Counsel (OGC), is designed to facilitate access by law firms to EBRD legal business and aid the process of selection and engagement of EBRD Outside Counsel by OGC. Only offices of law firms registered at the time a potential assignment arises can be considered for such assignment.

The transactions in respect of which EBRD Outside Counsel will provide advice and services will be:

• project lending and investment transactions (loans, equity investments and guarantees or underwritings) to support projects throughout EBRD's countries of operations, i.e., most of the countries of Central and Eastern Europe and the Commonwealth of Independent States, in various sectors, including municipal infrastructure, natural resources, power, property and tourism, shipping, telecommunications, and transport, as well as financing for banks and other financial institutions; and

• borrrowing and capital market transactions (issuance of bonds and other debt instruments, derivatives transactions, investment of liquid assets, etc.) to implement the Bank's own funding programme and activities on international financial markets.

The nature of the services typically to be provided by EBRD Outside Counsel is described below.

Law firms with more than one office

Registration of law firms with more than one office takes place on an office by office basis. Law firms which have more than one office should ask each office wishing to register to express interest separately. When soliciting proposals, OGC lawyers will ordinarily approach that office which has the closest connection with the specific EBRD transaction or matter under consideration.

Qualification

No office of a law firm may be registered unless it is qualified, under the law of the jurisdiction where it is established, to issue legal opinions under its own letterhead in respect of matters pertaining to the law of that jurisdiction.

How to express interest and register

Offices of law firms wishing to express interest should send an e-mail containing the full name of the law firm, the city in which its office is located and telephone and fax numbers (including dialling codes), to:

Melanie Tribe, OGC's Legal Fees Administrator, at tribem@ebrd.com.

Applicants will receive a Registration Form by return e-mail. They should complete and return the Registration Form by e-mail at their convenience.

All offices which are registered will be promptly advised by OGC when their registration is complete. Once registered, offices of law firms should, when appropriate, update the information they have provided to the Bank by submitting a fresh version of the registration form containing the updated information.

Offices of law firms responding to this invitation for expressions of interest are asked not to contact OGC or the EBRD generally in response to this notice other than through submitting the e-mail referred to above.

General

Offices of law firms may express interest in registering and be registered at any time.

The EBRD reserves the right to modify or withdraw the registration system described above for any reason and without prior notice. Registered offices will be promptly advised, however, of any such modification or withdrawal and what other system will be introduced to replace the current registration procedure.

Selection and engagement as EBRD Outside Counsel

OGC lawyers will consult the list of registered offices when identifying the offices or law firms to be invited to submit proposals to act as EBRD Outside Counsel on a specific transaction. OGC lawyers will contact such firms directly, usually by e-mail, providing them with details of the specific transaction and the nature of the particular services required in order to enable the firm to submit proposals. Information will also be provided at that time regarding the EBRD's guidelines on conflicts of interest, communications, legal budget and statements of fees and expenses.

Nature of Services to be provided by EBRD Outside Counsel

On a project lending and/or investment transaction involving a project in one of the Bank's countries of operations, EBRD Outside Counsel would typically be expected to perform some or all of the following tasks:

• reviewing legal and contractual information furnished to the EBRD by the prospective client company;

• conducting a legal due diligence review of existing and draft project documents, such as the company's charter documents, material contracts (e.g., joint venture agreement, construction contract, operation and maintenance agreement, equipment supply agreement, technology transfer agreement, management agreement, off-take agreements and transportation agreement) and any concessions, licenses and permits required for the project or the company's operations.

• researching and providing advice on regulatory and legal issues in the relevant jurisdiction, including those related to the creation and perfection of security interests, corporate and securities laws and any licensing requirements for the project or the financing provided by the EBRD;

• preparing a legal due diligence and issues report;

• reviewing and assisting in the negotiation of a detailed term sheet describing the principal terms of the transaction;

• reviewing and assisting in the negotiation of relevant project agreements;

• reviewing or drafting and assisting in the negotiation of financing agreements, in particular security documents;

• co-ordinating the content and provision of all conditions precedent and arrangements for execution and effectiveness of all financing documentation, including the perfection of all security interests to be created in favour of the EBRD and the validity of all required licenses, permits and approvals;

• issuing EBRD with legal opinions on its own letterhead as to matters of the law applicable to the financing agreements, project agreements and security agreements and with security data sheets in a form provided;

• assisting in, and advising on, the monitoring of the project and administration of the financing agreements, including the processing of waivers, consents and amendments, the determination of whether a default has occurred, the actions to be taken upon the occurrence of a default, the preservation and enforcement of EBRD's rights under the financing agreements and the collection of any amount owing to EBRD.

In respect of borrowing and capital market transactions, Outside Counsel would typically be expected to perform some or all of the following tasks:

• preparing or reviewing documents in connection with funding transactions under EBRD's debt issuance programmes and stand-alone issues of securities in international and domestic markets;

• providing general advice relating to the issue of securities, including legal due diligence and tax advice;

• negotiating framework documentation for exchange traded and OTC derivatives and for cash and securities management operations with EBRD's counterparties and assisting with the legal due diligence in connection with such framework agreements;

• negotiating documentation for individual funding or investment related transactions which may be documented under such framework agreements and assistance with legal due diligence in connection with such funding and investment activities;

• negotiating cash and custody agreements and related forms and documentation.