Tdj Qualification Full 080309

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Global Investment Banking Capabilities

Industry Focus

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Core Expertise

♦ Oil & Gas

♦ LNG

♦ Unconventional Oil & Gas

♦ Petrochemicals

♦ Refineries

♦ Pipelines

♦ Power Generation

♦ Metals & Mining

Other Sectors♦ Telecommunications♦ Water and Wastewater♦ Transportation and Logistics♦ Heavy Industry

Corporate Philosophy

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Taylor-DeJongh believes in providing its clients with the highest quality of objective, independent advice.

Terry Newendorp,Chairman & CEO

Over our 28 years in the industry, we have been committed to independence and professional excellence.

We employ our senior staff on every deal and tailor our services to the specific transaction. This ensures efficient execution and saves our clients money.

Our Capabilities

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Project/Structured Finance

Mergers, Acquisitions & Divestitures

Private Placements Equity & Mezzanine

Project Development Project viability & risk analysis, financial modeling, financing options

Financial StructuringCapital strategy, risk allocation, credit enhancement, security structure

Project ExecutionCommercial negotiations, financial terms, closing

Sell Side Divestiture strategy, information memoranda, negotiations, closing

Buy Side M&A strategy, due diligence, valuation, negotiations, closing

Identification of Investors

Preparation of Term Sheet and Offering Memoranda

Management of Road Shows

Negotiations

Closing

Project Finance

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♦ TDJ is experienced with all sources of finance, including ECAs, multilaterals and banks.

♦ TDJ has worked with the world’s leading financing institutions and has strong relationships with the following banks and ECAs:

Arab BankArab Banking CorpAl Rajhi Banking & Investment CorpBanco Espirito Santo GroupBank of AmericaBank of Tokyo-Mitsubishi LtdBarclays BankBBVABNDES BNP ParibasCalyonCitigroup

Credit Agricole GroupCredit Suisse GroupDeutsche Bank AGDexiaDresdner BankDnB NOR Fortis GroupGoldman SachsGulf International BankHBOSHSH NordbankHSBCICICI ING Groep NVJP Morgan Chase

Marubeni CorpMerrill Lynch International BankMitsui & Co LtdMizuho Financial GroupMorgan StanleyNATIXIS SARBSRoyal Bank of CanadaSantanderSociété GénéraleStandard CharteredSumitomo Mitsui Banking CorpWestLB

Banks CESCECOFACEDEGECGD EDCEFICERGFMOHermesJBICKEXIMKfWNCMNEXI

ECAsOeKBONDOPICSACEUSEXIM

Project Finance: Advisory Mandates

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Closed Deals and Mandates

First Quarter 2009

#7 Financial Advisor,Global PFI/PPP Project Finance

Deals, Closed

2009 First Half League Tables

1st Half 2009, Closed Deals

#1 North America

#7 Transportation

1st Half 2009, Mandates Won

#1 Metals & Mining

#2 Water and Wastewater

#3 Renewables

#9 Power

#4 Africa and Middle East

2008 League Tables

#6 EMEA Mandates Won

#4 Asia Pacific Mandates Won

#5 Americas Mandates

Source: Infrastructure Journal 2009 H1 League Tables, as of July 2009 , Project Finance International 2008 League Tables, Dealogic Global Project Finance Review for First Quarter 2009.

Track Record Highlights

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♦ Developed, structured, negotiated and placed or financed US$70 billion of capital investments in over 100 countries.

♦ Advisor on 12 Deals of the Year since 1999.

♦ Top 7 Global Financial Advisor since 1995 by Infrastructure Journal.

♦ Top 10 Global Financial Advisor since 1996 by PFI journal.

TDJ Projects 1994 - 2008♦ Power♦ Oil & Gas♦ Petrochemicals♦ Industrial, Mining & Metals♦ Water ♦ Transportation♦ Telecommunications

232118333725 3121

Best

Project Finance House

Financial Advisor Africa 2007

Private Placements: Equity

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♦ Institutional investors, GCC-based♦ Institutional investors, EU and USA

♦ Family offices, GCC-based♦ Industry strategic investors

♦ Oil & gas upstream♦ Unconventional hydrocarbons♦ Midstream: gas processing & refineries♦ LNG♦ Petrochemicals♦ Production facilities, FPSOs♦ Pipelines

♦ Drilling♦ Oilfield services♦ Alternative energy♦ Power generation♦ Natural resources production &

processing♦ Transport & logistics

Sectors

Investors

Oil & Gas Expertise

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♦ TDJ is a leading advisor in oil & gas financings, with over 100 projectsspanning the full value chain.

♦ TDJ advises sponsors, lenders, contractors, and governments in structuring projects from the earliest stages of development.

♦ TDJ has worked on more than:20 LNG Projects 30 Petrochemical Projects15 Refineries30 Oil & Gas Pipelines

TDJ has been the

#1 Oil & GasFinancial Advisor

for 5 out of the last 8 yearsand has ranked among the

Top 5 Oil & GasFinancial Advisors

every year since 2000.

TDJ has been the

#1 Oil & GasFinancial Advisor

for 5 out of the last 8 yearsand has ranked among the

Top 5 Oil & GasFinancial Advisors

every year since 2000.

Infrastructure Journal

Upstream Transactions: Scope of Services

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Representative Clients:

♦ Deal sourcing and screening.

♦ Financial/economic valuation.

♦ Monetization strategies and realization.

♦ Capital raising for development of assets.

♦ Coordinate or manage due diligence.

♦ Detailed review of commercial agreements.

♦ Detailed negotiation support.

♦ Organize any debt funding required to augment equity:

RBL

Project financing

♦ Closing.

Oil & Gas — Upstream Team Experience

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♦ Selected recent upstream oil & gas advisory mandates:

Advising Voyageur Oil and Gas on fundraising for the development of the BEKS permit in southern Tunisia.

Developing strategic plan to approach market.

Acting for an indigenous Nigerian company on the sell-down of a large offshore hydrocarbon asset.

Developing a negotiation strategy.

Drafted a detailed term sheet incorporating innovative valuation methodology and risk sharing structure.

Advising a private UK company on the farm out of assets in the North Sea and North Africa.

The client holds a portfolio of exploration and development stage oil and gas plays and is looking to raise development financing for 3D seismic and exploration and appraisal drilling.

Advising on the commercialization of a disruptive oil shale technology.

Supported client throughout the development process.

Introduced client to strategic partners and raised additional development capital.

Made the “match”with strategic partner.

Current Current Current Current

Confidential Confidential Confidential


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Advisor to mid-cap E&P company for equity and mezzanine placement to support expansion and acquisition plan.

Advisor to IOC Major for monetization and capitalization strategy for US$2bn portfolio of P1-P2 assets.

Current Current

Confidential Confidential

Advised RAK Gas on the evaluation of an gas asset acquisition in sub-Saharan Africa.

Performed analysis on existing major contracts, e.g. PPA, JOA, GSAs, etc.

Reviewed various proposed monetization strategies.

Advised RAK Gas on the evaluation of an acquisition in Russia.

Performed detailed analysis on the reserve based debt capacity of the target asset.

Developed comprehensive review of the target’s commercial structure and tax exposure.

2008 - 2009 2008


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Advised Anzon on the investment into Anzonby RAK Petroleum.Arranged convertible bond financing.Structured equity stake.Deal Value: US$150MM.

Advised a UK-based oil & gas company on the evaluation and financing of its bid to acquire Devon’s Gabon portfolio. Advised the client on a multi-tranche RBL structure that included a unique approach to risk sharing between the client and the lenders. Conducted term sheet negotiations with proposed lenders.

2007 2007

Confidential

Advised RAK Petroleum on acquisition of all UAE and Omani assets of Indago Petroleum.

Deal Value: US$ 270MM.

2007Advised Tri-Ocean Energy, a subsidiary of EK Holding, on the acquisition of the entire interests held by Thani Corporation L.L.C. in Petrodar, Sudan.

Deal Value: US$334MM.

2007 - 2008


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Adviser to a group of individual shareholders for the takeover and successful acquisition of SOCO International Plc. Deal Value: US$175MM.

2002Adviser to WintershallAG on the proposed acquisition of Dragon Oil.

2006Adviser to SOCO International PLC on the sale of Mongolian assets to CNPC China.

Deal Value: US$275MM

Advisor to the Board of Directors of Nelson Resources for the sale of the company to LUKOil Russia.

Deal Value: US$2Bn.

2005 2004

Case Study – Malampaya Gas Field

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Project OverviewProject Value: US$4 Billion.

Offshore gas fields development.

Scope included a US$1 Billion pipeline.

Taylor-DeJongh’s Role

Advised the Government of the Philippines in their negotiations with Shell Oil and Occidental Petroleum on the development and utilization of the offshore gas fields, focusing on the pipeline development.

Developed analysis of multiple financing scenarios based on various tariff structures for the commercial operation of the pipeline in order to evaluate the ability to finance the pipeline on a limited recourse basis.

Advised the Philippines National Oil Company (PNOC) on the US$2 billion Malampaya natural gas project.

The undersigned served as the advisor to

Malampaya Gas

Philippines

Government of the Philippines

Case Study – Mishkar Gas Field

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Project OverviewProject Value: US$600 Million.

Offshore oil and gas field and gas processing plant.


Negotiated portions of the commercial terms between developer and Government of Tunisia for:

development of the offshore oil/gas field;

the production agreement;

production sharing agreement;

pipeline rights to move the oil and gas onshore;

onshore treatment facility; and

onshore pipeline for transmission into the Tunisian national gas distribution system (STEG).


Mishkar Gas

Tunisia

LNG ExperienceOil & Gas — LNG Experience

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♦ TDJ advised on 22 trains of LNG production in Atlantic and Pacific basins.

Angola LNG Angola

FA for Project Company US$1.5 bn

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Qatargas IILNG Qatar

FA to LendersUS$5 bn

Atlantic LNG Train 1

Trinidad

FA to Sponsor US$1 bn

Sonatrach, Skikda

Trains 4,5,6 Algeria

FA and Debt Arranger

US$250 mm

Jamaica LNG

Jamaica

FA to Sponsor

Confidential

Tambeyneftegaz

Russia

FA to SponsorConfidential

LNG Receiving Terminal

USA

FA to Sponsor US$500 mm

Equatorial Guinea LNG

FA to SponsorsUS$1.7 bn

Alaska LNG and Pipeline

USA

FA to State US$12 bn

RasGasLNG Train 3

Qatar

FA to Sponsors US$1.4 bn

Qatargas Upstream LNG Qatar

FA to Lenders

US$600 mm

West Coast LNG Receiving

Terminal USA

FA to Sponsor TBD

North American LNG Market

StudyUSA

FA to Sponsor Confidential

Liquid NiuginiGas

Papua New Guinea

FA to SponsorsUS$5 bn

Case Study – Qatargas II LNG

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Project OverviewProject Value: US$8.5 Billion.First LNG financing on a fully integrated value chain basis.Debt-to-Equity: 70:30.World’s largest energy project financing at the time.

Taylor-DeJongh’s RoleFinancial advisor responsible for integrating ECAs with commercial banks and Islamic tranche.

Participated fully in all detailed financing terms and documentation.

Evaluated all key commercial agreements including the Development and Fiscal Agreement with Qatar, Sale and Purchase Agreements, and the Terminal Capacity Agreement for the South Hook receiving terminal.


“Deal of the Year” – Project Finance International and Project Finance

Case Study – Angola LNG

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Project OverviewProject Value: US$4 Billion.

Capacity: 5 mtpa.

Expected Start up: 2010.

Taylor-DeJongh’s RoleProvided comprehensive financial analysis and bankability report.

Worked closely with Shipping, Marketing, Upstream Production, and Capital Budgeting work groups and provided detailed commentary on the bankability impact of numerous project development decisions.

TDJ’s analysis and opinions were used in the investment decision-making process of each of the individual sponsors.


Angola LNG

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Case Study – Equatorial Guinea LNG

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Project Overview

Project Value: US$1.5 Billion.

Capacity: 3.7 mtpa.

Offtaker: BG, 17-year SPA for full capacity.

Mitsui and Marubeni purchased 8.5% and 6.5% stakes, respectively.


Participated in all major commercial negotiations of offtake agreements, shipping arrangements, and upstream supply agreements.

Conducted comprehensive commercial feasibility study of the project.

Identified funding sources, developed a financing plan, facilitated financial discussions with the lenders.


EQUATORTIAL GUINEA LNG

Case Study – Liquid Niugini LNG

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Project OverviewProject Value: US$5.5 Billion.

Sponsors: InterOil, Merrill Lynch, Pacific LNG.

Taylor-DeJongh’s RolePrepare detailed project risk analysis and comprehensive bankability analysis.

Advise on all major project agreements: LNG offtake agreements, EPC contract, upstream supply agreements, shipping arrangements, shareholders’agreement, and government support.

Develop a financing plan with Merrill Lynch that includes funding from high yield bonds, commercial banks, and ECAs.

Manage all aspects of raising financing from banks and ECAs.

Brought into deal by Merrill Lynch.

Liquid NiuginiGas

The undersigned is serving as the advisor to

Oil & Gas — Petrochemicals Experience

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♦ Taylor-DeJongh has advised on 30 petrochemical projects in 17 countriessince 1994.

Countries where TDJ’s Petrochemical projects are located

Case Study – Rio Polimeros Integrated Petrochemicals

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Project OverviewIntegrated ethylene and polyethylene facility located in Duque de Caxias, state of Rio de Janeiro.

Production capacity: 520,000 mtpa of ethylene; 540,000 mtpa of polyethylene.

Total Project Cost: US$1.1 Billion.

Debt-to-Equity: 60:40.

Taylor-DeJongh’s RoleComprehensive financial advisory assignment. Integrated multiple ECAs and commercial banks into the financing structure.

Removed roadblocks between lenders and sponsors on multiple occasions with innovative security and intercreditor solutions.

Performed extensive financial risk analysis and developed detailed financial model.

Analyzed all project documents, including EPC contract, technology license agreements, feedstock supply agreements, offtake agreements, and shareholder agreement.

Case Study – Lucite International’s Alpha 2 Project

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Project OverviewAdvising Lucite on its proposed entry into Saudi Arabia.

Second facility utilizing Lucite’s revolutionary new Alpha process.

Production capacity: 250 kta of methyl methacrylate (MMA).

Total Project Cost: approx. $1 billion.

Taylor-DeJongh’s RoleAdvised sponsor on negotiations with Saudi joint venture partner, project commercial and financial structure, and evaluating all potential sources of financing.

Analyzed project contractual structure, including EPC arrangements, technology license agreement, offtake arrangements, and feedstock supply arrangements.

Developed detailed financial model and conducted in depth analysis of project economics.

Conducted extensive market soundings of potential lenders to identify and address key bankability issues.

Case Study – QChem II

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Project Overview350,000 mtpa polyethylene plant and a 345,000 mtpa normal alpha olefins plant. Joint development of a 1.3 million mtpa ethylene cracker.


Debt/Equity Ratio: 70/30

Taylor-DeJongh’s RoleTaylor-DeJongh served as financial advisor to the Export-Import Bank of the United States.

Provided detailed analysis of sponsor commitments, market risks, contractual and financial structures, and financial projections.

Performed extensive risk analysis advised on appropriate structures to mitigate key project risks. One particular area of focus was the dependence of the downstream derivatives plants on the shared cracker.

Directly supported negotiation of the financing terms.

Case Study – Gulf Advanced Chemical Industries Co.

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Project Overview60/40 joint venture between Sipchemand four private-sector partners including Huntsman and Davy Process Technology.

75,000 tpa of Butanediol (BDO) and derivatives.

Started initial production in October 2005.

Taylor-DeJongh’s RoleA TDJ team member advised the sponsors on developing and financing this integrated maleic anhydride/BDO facility in Saudi Arabia.

Developed a comprehensive financial model to appraise alternative financial structures and optimize financing agreements. Developed key project agreements achieving an acceptable balance between lenders and sponsors.

Secured non-recourse equity loan from BAE Systems. Managed SIDF’s and lenders’ due diligence requirements. Selected preferred financing offers and led subsequent negotiations with lenders through to financial close.

Case Study – KAFCO Restructuring

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The undersigned served as the advisor to the

Sponsors of

Karnaphuli FertiliserCompany (KAFCO)

Project Overview$260 million financial restructuring for a major urea and ammonia producer in Bangladesh. Total Project Value: $500 million.

Taylor-DeJongh’s RoleTDJ worked closely with JBIC to achieve the comprehensive rescheduling of the senior secured long-term financing. Specifics of the Kafco transaction including:

JBIC agreed to a re-denomination of the yen loan into US dollars, the currency used by the borrower in the sale of its product. A currency swap was effected by the Bank of Tokyo Mitsubishi.JBIC also agreed to change its interest basis from fixed to floating for the rescheduled portion of the loan.This was the first time JBIC gave consent to a transformation of all of its account exposure from Yen into US dollars. It had not entertained such a concept in a project financing prior to this restructuring.

The solvency and liquidity positions of KEFCO was successfully restored.

Oil & Gas — Refineries Experience

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♦ Taylor-DeJongh has advised on some of the most prestigious and recognized refining projects worldwide.

♦ The firm has advised on 17 refineries in 16 countries.

Countries where TDJ’s Refinery projects are located

Case Study – ACFY Refinery

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Project OverviewOil refinery and associated crude oil delivery system. Refinery located in Arizona, USA, with pipeline from Mexican crude terminal.

150,000 b/d capacity

First greenfield refinery project in USA for 30 years.

Total Project Value: US$4.5 Billion.

Taylor-DeJongh’s RoleAdvising development group on all aspects of raising construction capital.

Reviewed commercial agreements and advising on project commercial structure.

Developed detailed project financial model and advising on project financial structure.

Developed Confidential Offering Memorandum for raising equity.


ARIZONA CLEAN FUELS YUMA

US$ 4.5 billion

Case Study – Samir Refinery

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Project OverviewProject location: Mohammédia, Morocco.

Total Project Value: US$930 Million.


Taylor-DeJongh’s RoleProvided detailed financial model and capital structure.

Provided preliminary project due diligence and analysis.

Preparation of Preliminary Due Diligence Report.

Advice on a Project Financing Package.

Oil & Gas — Pipeline Experience

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♦ TDJ has advised on or structured 19 pipelines for a total length of 26,410 km.♦ The firm has worked with most major international and national oil companies. ♦ TDJ represented all 7 ECAs in the complex cross-border BTC pipeline.

Countries where TDJ’s Pipeline projects are located

Case Study – BTC Pipeline

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Project OverviewLocation: Starts from the SangacholdTerminal near Baku, Azerbaijan, through Georgia, to an export terminal at Ceyhan on the Mediterranean coast of Turkey.

Capacity: up to 1 billion barrels per day.

Total Capital Costs: US$3.2 Billion.

Awarded “Deal of the Year 2004” by four publications.

Taylor-DeJongh’s RoleManaged the lender consortium of seven ECAs, including SACE, JBIC, US Ex-Im, Hermes, Nexi, Coface, and ECGD, and integrated with the commercial banks.Coordinated the consortium in negotiations on credit matters. Lead counterparty to sponsors on term sheets and financing structure.Full range of financial advisory on project financial and commercial structure, project economics, risk allocation and mitigation issues.

Case Study – Trans-Caspian Gas Pipeline

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Project OverviewA 1200-km gas pipeline to transmit Turkmen gas through Azerbaijan and Georgia to Turkey and onward to European markets.

Capacity: initial 6.25 bcm per year, expandable to 30.6 bcm per year.

Total Capital Costs: US$2 Billion.

Taylor-DeJongh’s RoleFinancial advisor to the Government of Turkmenistan.

Prepared political and commercial risk assessments for the routing.

Designed financial models, analyzed financial structure, and conducted bankability analysis.

Reviewed financial and project documentation.

Assisted in the negotiations with the developer consortium, legal advisors, financial advisors and potential lenders.

Case Study – Trans-Balkan (AMBO) Oil Pipeline

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Project OverviewA 570-mile 36” crude oil pipeline from the port of Bourgas in Bulgaria, through Macedonia to the port of Vlore in Albania.

Capacity: 750,000 bpd

Total Capital Costs: US$1.2 Billion.

Taylor-DeJongh’s RoleDeveloped an equity and debt financing strategy.

Analyzed project structure and funding plan.

Assisted in negotiations with potential sponsors.

Constructed financial models and reviewed financial and project documentation.

Analyzed financial and commercial structure, project economics, and risk mitigation.

Case Study – Romania to Italy Oil Pipeline

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Project OverviewLocation: oil pipeline to connect Constanta, Romania and Trieste, Italy, crossing the territories Romania, Hungary, Slovenia and Italy.

Capacity: 112 mtpa of curde oil.

Total Capital Costs: US$1 Billion.

Taylor-DeJongh’s RoleFinancial Advisor to the Government of Romania.

Built a financial model to calculate transportation tariffs at the various points.

Prepared all financial and economic models for economic viability screening.

Conducted project cost analysis.

Advised on project execution strategy.

Power Sector Expertise

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♦ World leader in providing strategic and financial advisory services at all stages to clients in the power sector.

♦ TDJ worked on 7 projects that were the first independent power projectsin each of the following countries:

ArgentinaCzech RepublicMexicoMoroccoPhilippinesPolandTurkey

TDJ has advised on a variety of power projects, including:

Gas-firedCoal-firedOil-firedHydro

GeothermalCo-generationRenewablesNuclear

Power Experience

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Ranked in the top 3 Financial Advisors: Power Sector 8 out of 10 yearssince 1997 by Infrastructure Journal and Privatization International.Advised project sponsors, developers and financiers on over 225 Power projects since 1994.Key relationships in the power sector including:

Power Experience – Global Reach

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♦ TDJ has advised project sponsors, developers and financiers on over 225 power projects in 63 countries since 1994.

Countries where TDJ’s Power projects are located

TDJ Coal Power Experience

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Taylor-DeJongh has advised on over 57 coal-fired power projects.The firm’s history of exemplary service encompasses the entire range of project responsibilities, including:

Financial Advisor to Governments, Developers, and ECAs/Lender groups;Feasibility assessment;Financial modeling, sensitivity analysis, and capital structuring;Negotiations, risk assessment, and contract review;Analysis of legal, tax, and regulatory framework;Analyzing technology options;Raising capital, identifying investors, developing financing plans, and negotiating from inception through to financial close; andAdvising on bidding and auction processes.

The firm is not only adept at navigating the intricacies of financing large power projects, but has solved coal-supply problems, negotiated coal supply agreements, and has in depth experience with major coal power technologies.

Select TDJ Coal Power Experience

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Project Size TDJ RoleJorf Lasfar Coal-Fired Power Project –Morocco

$1.3BN Parallel advisory of project financing, privatization, and regulatory reform.Financial advisor to the US EX-IM Bank, SACE, and ERG for the privatization plan and greenfield power project.Fostered collaboration and aided negotiations between the client and bilaterals, multilaterals, and international and local banks. Assisted in negotiations between the national utility of Morocco and the Minister of Energy, assisted in negotiating the coal supply agreement.

P.T.Paiton Coal-Fired Power Project –Indonesia

*Deal of the Year

$2.2BN FA to US Ex-Im on the restructuring of the 1,230 MW power project.Assisted Ex-Im Bank in developing a reasonable restructuring plan and a risk sharing framework with various project participants. Managed risk assessment, contract review, financial evaluation, and created various options for the restructuring plan.

Turow Coal-Fired Power Project –Poland

*First closed IPP in Poland

$220MM Arranged and closed on all financing and guarantees with OPIC, EBRD, and commercial banks, performed project due diligence, and reviewed all commercial agreements.Held ongoing discussions with relevant ministries and local and regional financial institutions. Analyzed the legal and regulatory frameworks and local and regional market conditions in the power sector.

Select TDJ Coal Power Experience (cont.)

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Project Size TDJ RoleBrazil CriciumaCoal-Fired Power Project –Brazil

$600MM Performed financial analysis and advised the developer of the mine-mouth coal-fired plant.Devised the capital structure, potential sources of financing and a financial model to analyze the viability of the project and assess risk-sensitivity. Advised on negotiations of the contractual agreements (PPA, FSA, and the EPC contract). Advised on potential sources of financing, and later led the financing negotiations with the recommended lenders.

Novaky and VojanyRepowering Projects –Slovakia

$150MM$150MM

Worked with U.S. companies to identify the best technology options for improving energy efficiency and air quality for the coal-to-gas conversion project. Constructed two financial models detailing the construction and operation characteristics of the projects, including the financial plan and capital structure. Presented findings to Slovak Electric, the state utility.

Elcho I & II -Poland

$270MM $50MM

FA to the lender for 230MW IPP ECKG “CFB” cogeneration plants.Developed strategy for project structuring and loan agreements, performed risk analysis on commercial contracts, wrote proposal to lenders for the Project Support requirements, compiled the draft term sheet and negotiated construction-period loans with the international financing agencies.Assisted with the privatization process.

Select TDJ Coal Power Experience (cont.)

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Project Size TDJ RoleTuzla and KakanjPower Projects -Bosnia

$250MM Determined the technical, economic, and financial viability of rehabilitating two lignite/brown coal-fired power plants. Performed due diligence, created a financial model, reviewed all commercial agreements, evaluated rehabilitation alternatives, developed conceptual design and cost estimates, and conducted risk and market analysis.

Kladno Power Project – Czech Republic

*First closed IPP in the Czech Republic

$180MM Performed project due diligence, analyzed regional and local energy balances, potential benefits of regional energy planning and trade, and provided assistance to stakeholders to implement energy planning at both national and regional levels. Created a financial model and financing plan, reviewed all commercial agreements, and closed on financing .

Lukovo Coal-Fired Power Project – Croatia

$200MM Determined the technical, economic, and financial viability of repowering a combined heat and power plant.Created an appropriate project financing strategy, financial model, performed comprehensive sensitivity analysis, and helped secure a loan for HEP from US Ex-Im.

Bonto Coal-Fired Power Project -Gambia

$40MM Examined project’s commercial structure, technical options, and developed a comprehensive risk matrix Identified potential sources of debt financing Created a financial model and assessed project assumptionsDetermined various coal-sourcing options.

TDJ Gas Power Experience

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Taylor-DeJongh has advised on over 90 gas-fired power plants around the world over the past 27 years.

Taylor-DeJongh’s recognized experience in the Gas-Fired Power sector, as with the coal sector, has encompassed the entire range of project development activities, including:

Financial Advisor to Governments, Developers, and ECAs/Lender groups;

Feasibility assessment;

Financial modeling, sensitivity analysis, and capital structuring;

Negotiations, risk assessment, and contract review;

Analysis of legal, tax, and regulatory framework;

Analyzing technology options;

Raising capital, identifying investors, developing financing plans, and negotiating from inception through to financial close;

Advising on bidding and auction processes.

Select TDJ Gas Power Experience

44

Project Size TDJ RoleFujairah IWPP –UAE

$1.1BN FA to the UAE Offsets Group on this IWPP Project.Advised on the EPC and tendering processes, reviewed the EPC contract, determined its future suitability as a financeable document.Identified risk and allocation issues, structured subsequent project documents, and provided a financial model for the entire project covering the plant and transportation system.

Gebze, Adapazari, and Izmir Gas-fired Power Projects – Turkey

*Deal of the Year

$2.2BN Total

FA for the ECA consortium financing of three InterGen/Enka BOO power projects in Turkey, totaling 3,500 MW in installed capacity. Advised the ECA consotrium in the negotiations of all major project agreements (power purchase, fuel supply, EPC, O&M, parts & services, etc.) and provided a detailed evaluation of the risk profile for each of the projects. Won “Deal of the Year” in 2000 from Global Finance, Project Finance International, and Project Finance.

Baymina Power Plant - Turkey

*Deal of the Year

$481MM FA to U.S. Ex-Im for the BOO 770 MW combined cycle gas-fired project developed by Tractebel and Mimag.Advised on all aspects of the transaction, including analysis of all project documents, financing plan, project economics, country risk issues, and structuring and negotiation of financing terms.Named “Power Deal of the Year” by Project Finance International.

Select TDJ Gas Power Experience (cont.)

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Project Size TDJ RoleIbiritermo Gas-fired Power Plant - Brazil

$213MM FA to US Ex-Im and SACE on the 226 MW combined-cycle facility.Advised on all aspects of the transaction, analyzed all project documents, performed credit analysis of key participants, structured and negotiated financing terms.

Tema Power Plant – Ghana

$100MM FA to the sponsors for the power plant and pipeline project. Completed due diligence and reviewed all documentation. Analyzed project financials, barriers to foreign investment, and the local, regional and global market conditions of the sectors. Developed pricing options and methodologies to enhance competitiveness.Assisted the Government in developing capabilities, policies andprocedures for attracting international petroleum companies to invest in the pipeline project.

UAE Power & Desal Raytheon – UAE

$3.1BN FA to the United Arab Emirates Offsets Group.Advised on project structure, key agreements, tariff structure, financing sources, bankability requirements, risk elements and their mitigation, returns sensitivity to project risks, negotiation strategy with EPC contractors, potential future O&M and equity partners. Provided a financial model for the project capable of being used for evaluating the various EPC bid proposals and debt structures.

Select TDJ Gas Power Experience (cont.)

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Project Size TDJ RoleGaza Power–Palestine

*Deal of the Year

$100MM FA to Palestine Electric Company for financial analysis and structure of commercial and technical aspects of the 220MW BOO project.Reviewed all local investment laws, analyzed local and regional electric power generation, reviewed treatment of capital repatriation, and performed detailed analysis of the legal and regulatory frameworks.

Jordan IPP –Jordan

$700MM FA to the Government of Jordan and the state electricity company.Analysed energy sector and determined potential benefits of regional energy planning and constraints to cross-border trade.Assistance with developing analytical tools to assess existing energy resources and lack of legal and regulatory frameworks.Analyzed the implications of various approaches to the structure and regulation of competitive energy markets and recommended international best practices for the sector.

Termo BajiloPower – Mexico

*Deal of the Year

$430MM FA to the U.S. Ex-Im Bank as the lead lender and provider of 85% of all debt financing for this 600 MW IPP.Participated in all project agreements, created financial models, negotiated the entire lender security package, and negotiated all of the financing terms and conditions, including inter-creditor agreements. First ever IPP in Mexico, requiring extensive and elaborate analysis of, and changes to, the entire scheme of legal and regulatory governance of the electric power sector.

Case Study – Jorf Lasfar Power

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Project OverviewPower plant privatization and greenfield BOT 1320 MW coal-fired power.



First-ever private power investment in Morocco.

Taylor-DeJongh’s RoleAdvisor responsible for integrating ECAs and the commercial banks for the complex financing.Managed and coordinated the inter-lender negotiation process among SACE, U.S. Ex-Im Bank, ERG, The World Bank, OPIC, three international commercial banks and local banks. Advised and assisted the Government of Morocco in implementing legal and regulatory bodies necessary to attract foreign investment and debt for private-sector BOT power projects. Participated in negotiating all key project documents, analyzed underlying legal and commercial concerns, generated detailed financial projections, performed country analysis, and negotiated clients’ positions.

Case Study – Adapazari, Gebze & Izmir Power

48

Project OverviewThree power projects in Turkey, which were developed on a BO basis with a total generating capacity of 3500 MW.



Taylor-DeJongh’s RoleFinancial advisor responsible for integrating ECAs and lenders for the financing and negotiation with all parties.

Analysis of Turkish credit and fuel supply issues.

Full evaluation of project documents, including PPA and fuel supply agreement.

Evaluation of and maintenance of the financial model for each of the three projects.

Acted as the “technical bank” in soliciting and supervising independent consultants.

“Deal of the Year” – Project Finance International“Middle East and North Africa Public Offer of

the Year” – Privatisation International“Middle East/Africa Deal of the Year” – Global

Finance


Case Study – PT Paiton Power Restructuring

49

Project OverviewRestructuring of the 1,230 MW coal-fired power project in Indonesia.


U.S. Ex-Im Bank Exposure: US$514 Million.

Taylor-DeJongh’s RoleFinancial advisor to integrate multiple lenders’requirements into the restructuring of the power plant.

Assisted with negotiations.

Developed reasonable restructuring plan and a risk sharing framework with various project participants.

Performed risk assessment, contract review, financial evaluation and analysis, and detailed due diligence.

Created various options for the restructuring plan.

Analyzed lender collateral security issues.


Transportation Experience

50

♦ Taylor-DeJongh possesses expertise in all forms of transportation.♦ The firm has advised on 30 projects, including roads, bridges, ports,

airports, and shipping.

Representative Transportation Assignments

Aqaba Port Redevelopment

& New Port Facilities

DevelopmentJordan

FA to Port Authority

US$700 mm

LNG Tanker Fleet Plan -Qatargas II

LNG

FA to Lenders

FastShip Inc.

USA

FA to SponsorUS$1.8 bn

Florida I-595 Corridor

USA

FA to TIFIA

US$1.5 bn

Pocahontas Parkway

USA

FA to TIFIA

US$792 mm

LNG Tanker Fleet

Composition for Equatorial Guinea LNG

FA to Sponsors

Air Cargo TerminalJordan

FA to Developer

US$60 mm

Seven AirportsPoland

FA to Airport Authority

Case Study – Jordan Aqaba Port Relocation

51

Project OverviewThe Aqaba Development Corporation (ADC) is relocating the port toward the Saudi-Jordanian border and privatizing several parts of its operations.

Project Value: US$600 Million.

Taylor-DeJongh’s RoleAdvisor to ADC, the concession awarder. Key activities include:

Analysis of ADC’s strategic alternatives for financing the Project.Developing full suite of tendering documents, and maintaining a financial model and performing scenario analyses.Preparation of marketing and disclosure documents.Managing a competitive tender process for awarding the concession.Negotiating with the Selected Bidder.

Jordan Aqaba Port


Water and Wastewater Experience

52

♦ Taylor-DeJongh has advised on over 25 water and wastewater projects in 19 countries worldwide.

♦ The firm has expertise in water distribution, desalination, and independent water and power (IWPP) projects.

Representative Water and Wastewater Assignments

Emcali Water

Colombia

FA to Government

US$720 mm

Nam Water Namibia

FA to GovernmentUS$40 mm

Muscat Concession

Oman

FA to BiddersUS$800 mm

Chiang Mai Municipal Water &

Khong Thai Industrial

Wastewater

Thailand

Confidential

Desalcott

Trinidad & Tobago

FA to SponsorUS$130mm

Seafield & Almond Valley

United Kingdom

FA to SponsorsUS$195mm

Suez Water

Egypt

FA to Government

Telecommunications Experience

53

♦ Taylor-DeJongh has been the financial advisor on over 20 telecommunications projects in 13 countries.

♦ The firm has worked on various types of projects, including subsea cable, mobile telephony, privatization and concessions.

Representative Telecommunications Assignments

EmcaliTelecoms

Colombia

FA to GovernmentUS$720 mm

Avantel

Colombia

FA to SponsorUS$62.5 mm

SIVAM

Brazil


Avantel II

Colombia

FA to SponsorUS$30 mm

Cellular Telecom

India

FA to SponsorsUS$500 mm

VipNet

Croatia

FA to LenderUS$100 mm

Subsea Cable Project

Africa / Spain / India

FA to SponsorConfidential

5-5-5-5-

Metals and Mining Experience

54

♦ TDJ has advised on over 30 metals, mining and industrial projects in 14 countries.

Representative Metals, Mining and Industrial Assignments

Aluminium Bahrain Line 5

Expansion

Bahrain


Batu Hijau

Indonesia

FA to LenderUS$1 bn

Belldune Iron Ore

Canada


Iron Ore Smelter

South Africa


Congo Copper

Congo

FA to Sponsor US$1 bn

ISCOR

South Africa

FA to Bidder US$120 mm

SAISCO Steel Mill

South Africa

FA to EPC US$150 mm

Spinifex Ridge

Australia

FA to Sponsor US$450mm

San BartolomeMine

Bolivia

FA to SponsorUS$70 mm

Guinea Aluminum

Guinea

FA to Govt. US$900 mm

Coal Washery

India

FA to Sponsor US$100mm

Aluminium Smelter

Kuwait

FA to Sponsor US$1.2 bn

Case Study – Alba Aluminum Smelter

55

Project OverviewWorld’s second largest Aluminum Smelter located in Manama, Bahrain.Project consists of a 250,000 mt/year expansion.Total Project Value: US$1.7 Billion.Concluded with 100% debt financing.

Taylor-DeJongh’s RoleFinancial advisor for Sponsor. Created 5 tranches of debt, achieved innovative, integrated, multi-sourced financing.Managed 26 mandated lead arrangers across all 5 tranches of unsecured financing on common terms.Evaluated bids for financing and developed options for financing all or part of the expansion using commercial banks, ECAs and capital markets. Over 40 financial institutions and ECAs were contacted in order to design the most competitive and efficient financial structure.TDJ’s independent position enabled the achievement of the most competitive financing terms and least onerous covenants to ALBA and its shareholders.


ALUMINIUM BAHRAIN (ALBA)

US$ 1.7 billion

Total savings of about NPV $65 million in financing costs over what all other advisors had proposed.

“Deal of the Year” – Global Trade Review

Case Study – Aluminium Smelter, Kuwait

56

Project OverviewProject Value: US$1.4 billionProject consisted of a 250,000 mtpa greenfield aluminium smelter and a captive 440MW gas-fired power plant.

Taylor-DeJongh’s RoleParticipated in a detailed energy cost analysis and structuring the power supply options to the smelter.Optimized the project’s capital structure, created and modeled commercial options, and assisted in the creation of the optimal development configuration and commercial arrangements.Identified investors and lenders among multilateral institutions, ECAs, Islamic financing institutions and capital markets.Assisted in the negotiations with prospective lenders and investors.

SHUYAIBA ALUMINUM

The undersigned served as the financial advisor

US$ 1.7 billion

Case Study – Global Alumina Refinery, Guinea

57

GLOBAL ALUMINA BOKE ALUMINA

REFINERY


US$ 2.8 billion

Project OverviewProject Value: US$2.8 billionCapacity: 2.8 mmtpaProject consisted of the development of a mine, roads, rail, power, and port facilities to support the refinery.

Taylor-DeJongh’s RoleActed as advisor to Global Alumina to identify potential equity investors.Assessed the projects viability, economics, and performance indicators.Sought USAID GDA assistance to provide support in the strengthening of vocational, technical and engineering training for local employees.

Case Study – Aluminum Smelting Complex, Guinea

58

ALUMINUM SMELTING COMPLEX


US$ 1.4 billion

Project OverviewProject Value: US$1.4 billionProject consisted of an aluminum smelter and a major hydropower plant.Would represent the largest industrial and infrastructure development in that country’s history.

Taylor-DeJongh’s RoleActed as financial advisor to the Minister of Mines and Energy of Guinea on the development of financial and commercial plans.

Solely responsible for the official sources of financing, including multilateral agencies (World Bank Group and AfDB), bilateral agencies and development grants (sovereign governments and export credit agencies), as well as other developmental financing sources.

Management Overview

59

Over 30 years of infrastructure financing experienceOver $30 billion of energy dealsMore than 300 deals closed in 50 countriesSenior Advisor to U.S. Ex-ImBank

PG International Finance, University of Houston

JD Honors, George Washington University

BSc Chemical Engineering, Purdue University

Washington, DC

Terry Newendorp

Chairman & CEO

Over 40 years of experience in legal and financial aspects of major projects worldwide Former Vice-Chairman, Deutsche Morgan GrenfellMember of the Board, BanqueMorocaine du Commerce Exterieur (BMCE) and Senior Advisor to the Chairman

Master of International Affairs, Columbia University

MA (Law) Oxford UniversityCertificate AMP – Corporate

Finance, Harvard Business School

London

David Suratgar

Chairman, Advisory Board

Over 20 years in international businessHas raised more than $3 billion during his careerSpecialist in M&A, project finance and investments with focus on oil & gas, power, renewable energy, and infrastructureExtensive experience in emerging markets

Ecole Supérieure de Commerce, ROUEN , France

Economy and Finance Faculty –Dauphine Paris IX

Laurent Lavigne

Special Advisor to the Chairman

Management Overview

60

14 years of experience in international project finance and investment bankingExtensive experience in financing infrastructure, power and oil & gas sectors Experience with limited recourse project finance, privatization, valuation and financial modelingExtensive deal experience in emerging markets

MSc in Economics and Finance, University of Warwick

BSc in Economics, London School of Economics

London

Afonso Reis e Sousa

Director

18 years project and corporate finance experience, advisory, equity raising and M&AExtensive experience in petrochemicals, oil & gas and infrastructure sectorsAdvisor for over 15 years to the British Offset Office on the Al Yamamah Economic Offset Program, Saudi Arabia

BA (Hons), Economics & Economic History, University of Warwick

Associate Chartered Accountant

Bahrain

Timothy Holder

Director

16 years experience in making direct equity investments, lending and investment banking in the energy and infrastructure sectorExtensive experience in emerging marketsLed large, multi-disciplined teams in successfully originating, managing and closing transactions totaling over $4 billion in value

MBA, Finance Concentration, Vanderbilt University

BA, Economics and Finance, Albion College

Washington, DC

John Sachs

Director

61

34 Smith SquareLondon

SW1P 3HL

UnitedKingdom

T +44 20 7233 4000F +44 20 7808 1801

[email protected]

34 Smith SquareLondon

SW1P 3HL

UnitedKingdom

T +44 20 7233 4000F +44 20 7808 1801

[email protected]

1101 17th St, NW Suite 1220

Washington, DC 20036

United States of America

T +1 202 775 0899F +1 202 775 1668

[email protected]

1101 17th St, NW Suite 1220

Washington, DC 20036

United States of America

T +1 202 775 0899F +1 202 775 1668

[email protected]

Washington DC London

Office 2207/2209Almoayyed Tower

Seef DistrictPO Box 11487

ManamaBahrain

T +973 17567925F +973 17567921

[email protected]

Office 2207/2209Almoayyed Tower

Seef DistrictPO Box 11487

ManamaBahrain

T +973 17567925F +973 17567921

[email protected]

Bahrain

Intellectual Property of TDJ, © August 2009

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