Code of Conduct

Introduction

This Code of Business Conduct and Ethics sets out basic principles of business practice and procedure to guide all managers and employees of the Company. This Code has been designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;


• Protecting the Company’s confidential and proprietary information and that of our customers and vendors;


• Compliance with applicable governmental laws, rules and regulations, including the United States Foreign Corrupt Practices Act;


• The prompt internal reporting of violations of this Code to appropriate persons identified in the Code; and


• Accountability for adherence to this Code.

The Company expects all of our managers and employees to conduct themselves in accordance with the Code. In this code, a reference to an “employee” shall be deemed to include a reference to a “manager,” except where the context clearly indicates a contrary intent. Persons who violate the standards in the Code will be subject to disciplinary action, which could include termination of employment. The Code should also be provided to and observed by the Company’s agents and representatives.

1. Legal Compliance

All employees must observe the laws of the jurisdictions in which we operate. We are a company with international operations and are subject to laws in the United States and abroad. A separate policy has been established by the Company related to the Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

2. Conflicts of Interest

A conflict of interest exists when an employee’s private interest interferes in any way or conflicts with the interests of the Company. A conflict can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, or members of his or her family, receives personal benefits as a result of his or her position in the Company.

An employee should avoid any relationship that would cause a conflict of interest with his or her duties to the Company. For example, an employee should not work simultaneously for a competitor, customer, or supplier and should avoid relationships with other businesses that could cause divided loyalty. If an employee becomes aware of a conflict or potential conflict he or she should bring it to the attention of hir or her General Counsel or a supervisor.

Employees must not appropriate or use for personal benefit opportunities that are discovered as a result of his or her position with the Company. Employees may not use the Company’s property, information, or position for improper personal gain.

3. Competition and Fair Dealing

Employees must comply with the antitrust and competition laws of the United States and with those of any other country or group of countries which are applicable to the Company’s business. We compete fairly and honestly and we expect our employees to respect the rights of the Company’s customers, suppliers, competitors, and employees.

4. Gifts and Entertainment

In general, an employee may not accept gifts or entertainment from current or prospective customers or suppliers. An employee may never accept a gift under circumstances in which it could even appear to others that his or her business judgment has been compromised. Similarly, an employee may not accept or allow a close family member to accept gifts, services, loans or preferential treatment from anyone in exchange for a past, current, or future business relationship with the Company. Gifts may be accepted when permitted under applicable law if they are (a) noncash gifts of nominal value (less than or equal to US$100); (b) customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event; or (c) gifts from family or friends with whom you have a nonbusiness relationship. If you have any question concerning the appropriateness of accepting a gift or invitation, you should discuss the matter with your supervisor.

5. Discrimination and Harassment

The Company provides equal employment opportunity in conformance with all applicable laws and regulations to individuals who are qualified to perform job requirements regardless of their race, color, sex, religion, national origin, citizenship status, age, physical or mental disability, veteran or other legally protected status. The Company administers its personnel policies, programs, and practices in a nondiscriminatory manner in all aspects of the employment relationship, including recruitment, hiring, work assignment, promotion, transfer, termination, wage and salary administration, and selection for training. Managers and supervisors are responsible for implementing and administering this policy, for maintaining a work environment free from unlawful discrimination, and for promptly identifying and resolving any problem area regarding equal employment opportunity.

6. Health and Safety

Each employee must follow safety and health rules and practices and report accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

7. Record-Keeping

The Company’s records and information must be accurate and complete. Each employee is responsible for the integrity of the information, reports and records under his or her control. Each employee must use common sense and observe standards of good taste regarding content and language when creating business records and other documents (such as e-mail). Employees must not destroy any records that are potentially relevant to a violation of law or any litigation or any pending, threatened or foreseeable government investigation or proceeding.

8. Confidentiality

Every employee must maintain the confidentiality of all information entrusted to him or her by the Company or its customers that is treated by them as confidential, except when disclosure is authorized by the Company or legally mandated. Confidential information includes all information that may be of use to the Company’s competitors, or that could be harmful to the Company or its customers, if disclosed. Each employee must comply with all confidentiality policies adopted by the Company from time to time and with confidentiality provisions in agreements to which the Company is a party. The obligation to preserve confidential information continues even after employment ends. Unauthorized use or distribution of confidential information is a violation of Company policy and could also be illegal and result in civil or even criminal penalties.

9. Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Any suspected incident of fraud or theft should be immediately reported for investigation.

10. Waivers of the Code

Any waiver of any provision of this Code must be approved (a) with regard to any manager or officer, by the Board of Managers, or if a significant number of its members will be personally affected by the waiver, by a committee consisting entirely of managers who will not be personally affected by the waiver and (b) with regard to any employee who is not an officer of the Company, by the employee’s supervisor or such other person as is designated by the chief executive officer of the Company.

11. Reporting any Illegal or Unethical Behavior

The Company encourages employees to talk to supervisors and managers about observed illegal or unethical behavior. The Company does not allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

12. Compliance Procedures

Each employee should report promptly any violations of this Code (including any violations of the requirement of compliance with law). Failure to report a violation can lead to disciplinary action against the person who failed to report the violation. Normally, a possible violation of this Code by an employee other than an officer of the Company should be reported to the supervisor of the employee who commits the violation. However, any employee may report any possible violation to the general counsel of the Company. A possible violation of this Code by a manager or an officer of the Company should be reported to the general counsel of the Company. If an employee believes that in a particular situation it would not be appropriate to report a possible violation by a manager or officer to the general counsel, the employee may report the possible violation to the principal executive officer of the Company, to the Chairman of the Audit Committee of the Company’s Board of Managers, or to any other officer or maanger of the Company to whom the employee believes it would be appropriate to report the possible violation. The identity of the employee who reports a possible violation of this Code by another employee will be kept confidential, except to the extent the employee who reports the possible violation consents to be identified or the identification of that employee is required by law.

CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all managers and employees of the Company. The CEO and all senior financial officers are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

1. The CEO and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

2. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

3. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and the Audit Committee any information he or she may have concerning evidence of a material violation of any laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

4. The Board of Managers shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Managers or such designee shall take into account all relevant

information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

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