STROOCK & STROOCK & LAVAN LLP STROOCK. Infrastructure. This document may be attorney advertising.

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1 STROOCK Infrastructure This document may be attorney advertising. STROOCK & STROOCK & LAVAN LLP NEW YORK LOS ANGELES MIAMI WASHINGTON, DC 180 MAIDEN LANE, NEW YORK, NY TEL FAX

2 Stroock s Infrastructure Experience Stroock represents the spectrum of participants engaged in infrastructure projects, privatizations and project finance transactions, including: Advisors Credit providers Developers and operators Government agencies Insurers Joint ventures and participants Major banks and investors Private funds Sponsors Underwriters As this marketplace has evolved, its participants have required increasingly diverse legal services. Successful transactions often require expertise in a variety of legal areas. Stroock offers clients superior legal services in a wide range of practice areas, including: Acquisitions Asset dispositions Brownfields Concessions Consortium agreements Credit enhancement and insurance Derivatives and commodities Economic development Financial restructuring Financings and securitizations Formation and operation of investment funds Greenfield investments Greenhouse gas regulations Infrastructure projects Intellectual property and technology transfers Joint ventures Litigation and other dispute resolution procedures Public/private partnerships (PPPs) Project finance Regulatory matters Risk analysis Securities offerings REPRESENTATIVE INDUSTRIES Stroock serves a range of industries involved in infrastructure projects and privatizations, including energy and power, utilities, transportation and parking, PPPs and economic development, stadiums, renewables, project finance and telecommunications, as well as infrastructure funds to engage in the foregoing. Highlights include: Energy and Power Stroock represents buyers and sellers of electric generating facilities of all kinds located across the country. We represent clients in purchasing projects in construction, development and operation, including transactions with distressed power companies and entities in bankruptcy. Our clients have participated in transactions involving tens of thousands of megawatts of gas, coal, oil-fired, wind and hydroelectric generating capacity. After our clients acquire generating facilities, we are

3 often retained as project counsel to continue to protect their interests. Stroock is now, or has recently functioned as, project counsel for 20 generating facilities located throughout the United States. We also advise buyers and sellers in formal and informal auctions of generating facilities and in dispositions of other energy facilities such as oil refineries, natural gas storage facilities and gas stations. Our attorneys have been at the center of many major deals, including representing: KKR and Texas Pacific Group in connection with energy matters for the acquisition of TXU; Kelson Energy in its $1.7 billion refinancing of four project/energy facilities; four of the world s largest private equity funds in their $3.65 billion acquisition of Texas Genco; Orion Power Holdings in its $3 billion acquisition of a power plant portfolio and its successful $3.5 billion merger with Reliant Energy; and Premcor Inc. in more than $3 billion of financings, as well as its $8.5 billion merger with Valero Energy Corp. Some of our other energy clients include Goldman Sachs, Hess Energy Trading, Astoria Generating and esolar. Utilities We have represented clients in transactions involving utilities, including the wind, water and electric sectors. Stroock counseled JPMorgan Infrastructure Investments Fund in its acquisition of Southern Water, a U.K. water company, from Royal Bank of Scotland for an enterprise value of 4.2 billion. The Fund is the largest shareholder of the consortium that acquired Southern Water. We also advised on the acquisition of an electric utility and a local gas distribution company. Stroock has significant financial restructuring experience in the utilities industry, including Calpine (indenture trustees), Enron (institutional creditors) and PG & E (institutional creditors). Transportation and Parking Stroock attorneys have represented investor groups and governments in connection with concessions and privatizations regarding airports, toll roads, rail and European urban transport systems. Stroock recently represented JPMorgan Infrastructure Investments Fund in its acquisition of Cairns and Mackay Airports in Queensland, Australia, and on its bid to lease Midway Airport in Chicago. Our firm has also recently represented bidders for several U.S. toll roads. Other transportation clients have included Delta Air Lines, Radian Asset Assurance, Dakota, Minnesota & Eastern Railroad Company, the State of Israel, where we advised on that country s first-ever BOT project financing, and the Government of Hungary, where Stroock attorneys advised on several road concessions, including the first privately financed toll road in Eastern Europe. Stroock also has extensive experience with parking facilities and the related legal issues ranging from sports stadiums, to urban office parking facilities, to the privatization of municipal parking garages and lots. Our firm has diligenced, structured and negotiated a large number of parking facility acquisitions, leases and management agreements throughout the country. PPPs and Economic Development Stroock has played an integral role in several major real estate privatizations, including acting as lead counsel to the acquirer of the landmark $3.2 billion, 99-year lease of the World Trade Center complex from the Port Authority, which is one of the largest real estate privatizations

4 (and transactions) in the history of New York. Stroock successfully represented Alexandria Real Estate Equities, Inc. in its negotiations with the New York City Economic Development Corporation and Health and Hospitals Corporation to develop the $700 million East River Science Park, an 872,000-square-foot bioscience center adjacent to the Bellevue Hospital campus in Manhattan. Our practice in this area benefits from Stroock s Real Estate Group, which has significant experience in civic approvals and environmental issues, including brownfields and greenhouse gas regulations. Stroock serves as counsel to the Real Estate Board of New York (REBNY), and our attorneys have years of public service experience. Our team includes a former four-term New York State Attorney General and a former Assistant Attorney General, the former executive vice president of New York City s Economic Development Corporation, a former Commissioner of New York City s Department of Buildings and seasoned litigators in environmental and regulatory matters. Our firm is also experienced in issues that arise from the private and public sector unions frequently found in large-scale infrastructure projects, such as privatizations of transportation assets. Stadiums Stroock has also helped create public/private partnerships (PPPs) to encourage economic development, including representing the New York Mets and its affiliates in negotiations with New York City and New York State regarding the team s new stadium, which is set to open in Stroock successfully negotiated a long-term lease for the facility, as well as related parking and funding agreements for the Mets, which will fund the infrastructure improvements in the area surrounding the new stadium. Our attorneys continue to advise the Mets on all construction and related contracts for the project. Our work in this area has its foundation in our representation over a seven-year period of the United States Tennis Association in its development and project financing of the National Tennis Center in Queens, New York. Over a similar period, Stroock attorneys represented the Miami Dolphins in all legal matters affecting what is now Pro Player Stadium in Miami, including orchestrating the facility s conversion to the home of the Florida Marlins baseball team. Green Investing, Climate Change and Renewables Infrastructure projects are often subject to a maze of new climate change laws and regulations. Stroock advises businesses on how to manage their carbon footprints, build green, perform carbon due diligence, develop carbon principles, trade in voluntary and mandatory carbon markets, ensure regulatory compliance, and invest in traditional and renewable energy projects. Our attorneys serve on state and local task forces on Energy Policy and Renewable Energy. Some of our recent Renewable Energy transactions include representing clients investing in wind farms, such as Zephyr Wind and Invenergy Wind projects. We also represent esolar and are involved in transactions involving biodiesel, ethanol and other clean energy technologies.

5 Project Finance Stroock's project finance attorneys have experience financing a wide variety of infrastructure, energy and industrial projects. Stroock attorneys advise on secured and unsecured senior and subordinated financings for acquisition, bridge, project and working capital purposes, as well as lease and equipment financings. In the energy and projects areas, these transactions run the gamut from representing major financial institutions arranging acquisition and construction financings as well as refinancings, to representing hedge funds and private equity funds and their portfolio companies as developers and borrowers, to representing debtors and creditors in connection with restructurings, workouts, debtor-in-possession (DIP) and exit financings, and collateral recovery and realizations. In addition, we advise clients with respect to secured interest rate and commodities hedge products and related intercreditor issues both on a standalone basis and as part of a larger financing transaction. Our attorneys also have significant structured finance experience in the energy field, including advising on securitization and warehouse facilities with respect to gas compressor leasing and creating tax-advantaged structures to finance power projects in Latin America. Our attorneys have also completed numerous domestic and cross-border leases for refineries, pipelines, power plants, power plant turbines, satellites, and industrial equipment. Project finance transactions involving our attorneys have also included numerous other financing transactions, including synthetic lease financings, public and private debt and equity offerings and revolving credit facilities. Telecommunications Stroock attorneys have represented investors and shareholders in transactions involving the telecommunications industry, including the largest creditor in the WorldCom Chapter 11 bankruptcy case; a leading heavy satellite launch service provider in a $400 million vendor finance facility; a United States Israeli joint venture in the structuring, negotiating and implementation of their contractual scheme to commercialize satellite technology for private use by sovereign states; and U.S. West International in its joint venture with the Hungarian Telecommunications Company to create and operate two cellular telephone networks in Central Europe, including the first 450Mhz network in that region. Infrastructure Funds We have counseled a major financial institution in developing and structuring a global Infrastructure Fund. We also have represented a number of private funds that invest in specific sectors of the infrastructure market. We believe that institutional sponsors and private equity sponsors will continue to develop stand-alone products to invest in infrastructure, as well as the energy sector and green investments. Our strong practices in private funds formation, tax structuring and infrastructure investing allow us to help clients design funds that are well suited to their needs and the changing markets. For further information about Stroock's Infrastructure practice, please contact Richard Madris, Partner, at rmadris@stroock.com. 3/09 This brochure may be attorney advertising. Prior results do not guarantee a similar outcome.

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