Latin America/Caribbean. Andrews Kurth in Latin America and the Caribbean. Legal Services in Latin America and the Caribbean

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1 Andrews Kurth in Latin America and the Caribbean With experience in leading projects and counseling clients in virtually every Latin American country and the Caribbean region, Andrews Kurth lawyers are valuable resources for the development of business opportunities and the protection of interests. We are active in nearly every Latin American market, extending from Mexico, Venezuela, Colombia and Guatemala to Honduras and Ecuador, from Argentina and Brazil to Chile, Peru, Panama and beyond. We are skilled in representing United States and international investors, including Latin American investors, on both inbound investments originating in Latin America and the Caribbean and outbound investments originating in the United States or further afield. Our clients include Fortune 500 companies, government entities, equity funds, financial institutions and a range of commercial developers and private interests. Major areas of experience and counsel include: Energy and Infrastructure Finance Structured Finance, Mortgage Securitization and Asset-Backed Financing International Regulatory/State-Owned Companies International Transactions and Corporate Counsel Renewables Oil and Gas Banking/International Financial Institutions Legal Services in Latin America and the Caribbean Our strong experience in Latin America began with major oil and gas pipeline financings and the transformation of Argentina s former state-owned energy concern into one of the world s largest publicly traded oil and gas exploration and production companies. Our representations expanded to development and financing for the electricity markets, including numerous greenfield projects, and cross-border investments for a variety of other industries. We are also active in the structuring of financing vehicles for key capital markets in the region. Andrews Kurth lawyers have a solid record of working with the legal systems in numerous Latin American and Caribbean countries and enjoy strong working relationships with leading law firms in those countries. Backed by our Corporate practice group, Andrews Kurth s multifaceted transactional counsel work with clients to identify and mitigate legal, regulatory and other emerging market risks attendant to financing. We structure and document joint ventures, strategic acquisitions/dispositions and other business combinations, and select, coordinate and manage local project counsel. Our legal services in Latin America and the Caribbean include representation in: Structured finance and securitization Project finance Capital markets Public finance Public Private Partnerships (PPP) Commercial banking International financial institutions Mergers and acquisitions

2 General corporate matters Contracts Litigation and dispute resolution, including arbitration Tax structuring International regulatory/state-owned companies Cross-border transactions Energy and Infrastructure Finance As a global leader in the successful development, financing, restructuring, acquisition and disposition of energy and other infrastructure assets, Andrews Kurth provides expansive counsel in Latin America and the Caribbean. Our lawyers advise U.S. energy companies in connection with cross-border acquisitions, joint-venture tax planning, equipment sale and leasing transactions, and the development, financing and acquisition/disposition of power projects. Representative matters include: Power Generation Purchase Represented a U.K.-based power developer, in the purchase of a portfolio of power assets, hydro and fuel-fired, in Central America and the Caribbean, and the later disposition of certain of these assets. Gas Supply Agreements Counseled major Argentine company in negotiation of long-term gas supply agreements for a power plant in Brazil. Power Project Development Counseled a Finnish-based project developer and manufacturer of power generation equipment, in the development and financing of power projects in various Latin American markets, including engineering, procurement and construction agreements and other project documents. Power Plant Financing Represented consortium members in connection with a financing of a power plant in Colombia using, among other techniques, fronting and participation structures, permissible under Colombian law. Power Plant Construction Advised project developer on a power plant to be constructed in Ecuador, including the preparation and negotiation of a fuel supply agreement, a power purchase agreement and the negotiation of debt terms for project financing. Methanol Facility Advised in 2002 Latin American Petrochemical Deal of the Year, a $237 million term loan to finance a 5,000 tonnes per day methanol production facility in Trinidad/Tobago. Power Asset Purchases Acted for numerous other U.S. clients in purchases and sales of operating power assets and the development and financing of electric power projects in a variety of markets, from Mexico, Brazil and Argentina to Ecuador, Panama and Honduras. Structured Finance, Mortgage Securitization and Asset-Backed Financing Andrews Kurth securitization lawyers have been at the forefront of international transactions, including many firsts in a number of Latin American countries. Representative matters include: Argentine Energy Securitizations Represented one of the nation s preeminent companies, an integrated oil and gas company, in three transactions securitizing approximately $900 million of its oil export receivables, the first of which represented the initial use of Argentina s newly passed securitization legislation. Argentine Securitization Represented an international bank, and then the largest mortgage bank in Argentina, in the development and implementation of its international program of securitization of residential mortgage loans. These were Argentina s first cross-border RMBS securitizations and included issuances of about $500 million; one of the transactions was the first securitization of existing assets to have political risk insurance. Chilean Securitization First Assisted the Government of Chile in implementing Chile s securitization law and developing the necessary regulatory framework.

3 Mexican Securitization Represented a Chicago investment-banking firm in the first rated commercial loan securitization that relied on Mexican credit, which was a private placement of bonds secured by a commercial office lease. Peru/ RMBS Served as lead international counsel for a multi-lateral financial institution providing a partial credit guarantee in connection with the development of a RMBS securitization program of a large bank in Peru, targeted to domestic and cross-border investors. Mexico/Loan Warehouse Facility Represented a multi-lateral financial institution in the issuance of a partial credit guarantee for a residential mortgage loan warehouse facility in Mexico with international investors. Brazil/Cross-Border Placement Counseled placement agent in cross-border issuance of structured certificates backed by quotas issued by a Brazilian Fundo de Investimento em Direitos Creditoriós, or FIDC, holding factoring receivables. Mexican RMBS Advised an offshore fund in the structuring, repackaging and purchase of the residual piece of a Mexican RMBS securitization. Mexico/Structured Finance Represented an international investor in a structured finance program in Mexico where a "Sofol" made land acquisition loans to developers. Mexico/Chile Airline Ticket Securitization Guided rating agency in the first cross-border securitizations of airline ticket receivables from three airlines in Mexico and Chile. International Regulatory/State-Owned Companies Andrews Kurth assists governments in a number of Latin American countries with regulatory matters for their energy industries including the restructuring of their energy regulatory frameworks and privatization. Our lawyers have also been successful in assisting formerly state-owned energy companies privatize and secure public financing. Representative matters include: Argentine Oil and Gas Privatization Helped transform Argentina s former state-owned energy concern into one of the world s largest publicly traded oil and gas companies. In this multifaceted transaction, Andrews Kurth served as counsel to, at that time, the largest-ever international IPO of a single company s shares, $3.05 billion for 45% of the company. Natural Gas Privatization Selected by a multi-lateral financial institution to serve as chief international counsel for the privatization of the Argentine state-owned natural gas transportation and distribution monopoly. Our lawyers divided the system into ten independent companies, which were sold for $2 billion in international bidding. Peruvian Oil and Gas Privatization Chosen by the Peruvian government as international legal counsel in connection with the privatization of the state-owned oil and gas company. Private Interests for Privatization Tenders We have also counseled numerous purchasers and developers in connection with tender documents for asset or stock purchases of state-owned assets and other private investment opportunities in electricity and other state-owned infrastructure assets, including outsourcing. International Transactions and Corporate Counsel Using firm-wide resources in Corporate, Tax, Insurance, Banking, Finance and other practice groups, Andrews Kurth also counsels clients conducting business in Latin America in such areas as: Construction Counseled a major United States construction company with international operations in respect of secured lending, contracting and related issues in Mexico. Real Estate Represented a U.S. REIT in developing commercial real estate projects in Mexico. Oil Drilling Served as lead counsel to a major international drilling company in its multimillion-dollar sale of its Venezuela business, including rigs, contracts and all other assets, to an Italian purchaser. Mining Advised a major United States mining company on a coal mining project in Venezuela.

4 Insurance Represented an international insurance company in the acquisition of another international insurer s casualty business in several Latin American countries. Food Production Advised a South American company involved in food production in the establishment of distribution of their products in the United States. Manufacturing Provided advice and counsel on manufacturing operations for a plastic mold manufacturer in Mexico. Franchise and Distribution Represented various producers and manufacturers in structuring their franchise and distribution arrangements in Latin America. Hospitality Represent clients in major hotel acquisitions and management agreements in the Caribbean. Renewables Biofuels Represented a multi-lateral financial institution in its first biofuels financing in Brazil of a sugar and ethanol producer involving a secured export lending facility established with two other major commercial banks as co-lenders. Biofuels Represented a major U.K. ethanol company in various transactions for the sale, shipment and transport of anhydrous ethyl alcohol. Alternative Energy Projects We have handled a variety of projects involving methane gas capture, biodiesel production, rainforest reforestation and associated carbon credit trading in Latin America. We also represent developers and operators of hydro assets in the region as well as wind generation projects. Oil and Gas Andrews Kurth s representation in oil and gas projects includes counsel to global oilfield services and international drillings contractors. Representative matters include: South American Pipeline Financing for $220 million for the first oil pipeline between Argentina and Chile. Oil Exploration Represented major Chinese oil exploration company in its bid for purchase of oil exploration concessions in Peru. Gas Pipeline/Electrical Plant Construction of a gas pipeline connecting a natural gas field off the coast of Ecuador with a gas-fired electrical generation plant in that country. Colombian Pipeline Financing and construction of a pipeline from the giant Cusiana oilfield to the Colombian port of Coveñas. Natural Gas Transportation Negotiated natural gas transportation agreement between Argentina and Chile, representing a large Chilean electric generation company. Oil and Gas Lending Served as lead counsel to an English bank in connection with "borrowing base" lending arrangement comprised of oil and gas properties in Argentina and Colombia. Banking/International Financial Institutions Our work with financial institutions based in Latin America, and conducting business there, includes: Subordinated Lending to Banks Represented multilateral financial institutions in subordinated loans to commercial banks in various Latin countries, including Brazil and Peru, such loans qualifying as Tier II capital under local banking regulatory regimes. Mexican Banking Represent a major Mexican bank with inbound investments to Texas, in borrowings for on-lending in Mexico, intercreditor agreements with U.S. and other bank syndicate members and intellectual property matters.

5 Multi-lateral Financial Institution Serve as ongoing counsel in financings in Latin America for a variety of sectors including power, toll roads and other infrastructure, capital markets, renewables and agribusiness. Representation includes loans, secured and unsecured, to commercial financial institutions in countries such as Brazil, Ecuador, Peru and various Central American countries. Bank IPO Represented a key participant in the cross-border initial public offering of a large Argentine bank.