Holland & Hart LLP

Holland & Hart's Project Development and Finance Group advises developers, investors, lenders, underwriters, engineering and construction firms, offtakers, state governments, quasi-governmental entities and other project participants in all aspects of global infrastructure development and financing for projects across the electric power, water, wastewater, mining, oil, gas, ethanol, biodiesel and telecommunications industries. We have provided legal counsel on projects located in all geographic regions of the United States (including Alaska and Hawaii), but also have significant experience in projects outside U.S. borders, including those in Latin America, Europe, Russia and the CIS, China, the Pacific Rim, Africa and the Middle East. We have participated in and advised on all aspects of the project life-cycle, including RFP preparation and response, siting, permitting, engineering, procurement, project construction and operation, contracts for key feedstocks and for product sale and marketing, expansion and retrofitting of existing facilities and systems, privatization of state-owned assets, equity placements and acquisitions and divestitures of project interests, and financings through multilateral and export credit agencies, commercial banks and capital market sources.

Project Development and Finance Representation
We have completed numerous and varied project financing transactions in energy and many other industries over the past two decades. We have represented borrowers in non-recourse project financings for major IPPs involving the world's leading project finance banks. Since 2001, in the energy industry alone, Holland & Hart's Project Development and Finance Group has represented clients, principally developers or sponsors of large-scale electric generation facilities involving virtually every conceivable technology and fuel, in the successful closing of approximately $3 billion of financings.

Representative Project Structurings
We also have extensive experience in the formation of complex joint ventures utilized to carry out the purposes of project development and finance. One of our colleagues is chair of the Partnership Section of the ABA. Another is the current chair of the LLC subcommittee of the Partnership Committee of the ABA Tax Section. We have also been involved in the formation of project entities with complex management, operations, and ownership provisions including exit strategies, ownership changes, deadlock or dispute resolution, and tax matters of a highly sophisticated nature.

Renewables Development and Finance
Holland & Hart has represented and is currently representing purchasers, developers, and sponsors in connection with more than 20 renewable energy projects located in numerous states in the United States.

Work on these projects has included:

• Sale or purchase of project interests
• Entity selection and formation/partnering
• Site acquisition and control
• Permits and environmental regulation
• Turbine and equipment supply agreements
• Turbine installation and balance of plant contracts
• Power Purchase Agreements
• Interconnection and Transmission Agreements
• Equity Funding and PTC Monetization Agreements
• Construction and Term Financing
• PTC, state & local tax, and local tax economic incentives

Representative utility offtakers:

• Xcel Energy (Southwestern Public Service and Public Service of Colorado)
• TXU Energy
• Wisconsin Power & Light
• CDWR
• Hawaii Electric Company
• PG & E
• PacifiCorp
• Minnesota Power
• Manitoba Hydro
• Pennsylvania Power & Light
• Idaho Power
• Austin Energy

We have represented sponsor/owners in the successful closing of over $1 billion of construction and term financing since 2003.

Lenders have included:

• ANZ
• Rabobank
• Dexia Credit
• Calyon
• Fortis
• WestLB
• Bayerische Hypo- und Vereinsbank
• HSBC

Turbine suppliers with whom we have negotiated include:

• Vestas
• NEG Micon
• GE Wind
• Mitsubishi
• Gamesa
• Siemens

Holland & Hart's Statement of Commitment to Diversity
We are proud of our tradition of fostering and maintaining a work environment in which the diversity of each individual is valued and celebrated. We believe that the contributions of each individual are essential to our continued growth and to our ultimate goal of providing excellent quality legal services to our clients, with greater creativity and innovation. We are committed to taking full advantage of the rich backgrounds and abilities of our people and to promoting a greater diversity whenever and wherever possible.

Diversity Pledge
Holland & Hart is committed to promoting diversity by:

• Making every possible effort to recruit, hire, retain, and promote diverse persons at all levels of employment.
• Promoting greater sensitivity to the value of racial, ethnic and other forms of diversity, through diversity and sensitivity coaching or training for law firm members.
• Inviting to partnership diverse attorneys who meet the requisite criteria.

Diversity Initiatives
The following are additional examples of our commitment and efforts toward supporting and achieving diversity:

• We make a conscious effort to ensure that women and diverse attorneys are included as voting members of our committees of importance within the firm.
• We work closely with law school deans and placement directors in an effort to identify women and diverse law students who are interested in working at Holland & Hart.
• Holland & Hart offers medical and other benefits to partners of gay and lesbian employees on the same terms as it does to spouses of employees.
• We created an Indian Law Practice Group and actively recruited Native American law students and lateral hires.
• Each year we contribute to such scholarship funds as the Colorado Native American Indian Scholarship Fund, the Sam Cary Scholarship Endowment Fund, the Colorado Asian American Bar Scholarship Fund, the Colorado Hispanic Bar Scholarship Fund, and the Colorado Women's Bar Association Scholarship Fund.
• In partnership with the University of Idaho School of Law, we sponsor a "Law by Day, Jazz by Night" each year for undergraduate minority students who have an interest in law.
• We took a leadership role in organizing and supporting the Colorado Pledge Group's Minority First Year Law Student Summer Clerk Program. Through this program, law firms agreed to add at least one diverse first year law student to their summer clerk program.
• We were involved in the creation of the Cross-Professional Business Networking Group, where diverse attorneys in our community can meet and network with non-attorney professionals of color. We view this as a way to help diverse attorneys increase their business development possibilities.

For more information regarding Holland & Hart's commitment to diversity, please contact Peter Houtsma at (303) 295-8259.