Airport Financing. Practical legal counsel for airports and the aviation industry

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1 Airport Financing Practical legal counsel for airports and the aviation industry Airports and the aviation industry in general are facing unprecedented economic and legal issues. With limited capital budgets and struggling carriers, airports need creative solutions for their infrastructure financing needs. With more than 30 years of experience in airport infrastructure financing, Nixon Peabody offers the innovative, yet practical representation required in today s often complex financing environment. We regularly assist airports in efficiently and effectively meeting their capital needs, whether through taxable or tax-exempt debt, public/private partnerships, or asset leasing. Our firm regularly works on projects involving both general airport facilities, such as runways, terminals, and parking, as well as special facilities, including cargo, catering, rental car facilities, and equipment repair. Over the years, the responsive service and successful track record of our lawyers has fostered many long-term relationships within the industry. The firm s unique, full-service capabilities mean we also serve as a one-stop resource that is able to assist with any related debt or equity offerings; insurance, regulatory, or enforcement matters; and real estate, environmental, and labor and employment issues. From transactional assistance to compliance counseling to litigation representation, our clients have come to rely on Nixon Peabody as a trusted partner on a broad range of legal matters.

2 With more than 30 years of experience in airport infrastructure financing, Nixon Peabody offers the innovative, yet practical representation required in today s often complex financing environment. A track record of innovation in airport financing With one of the largest public finance practices in the U.S., Nixon Peabody has extensive experience financing airport projects throughout the United States, including some of the most recognizable and complex transactions in the industry. Our broad background in this sector in combination with our reputation for providing knowledgeable and creative public finance and federal tax law advice allows us to offer innovative solutions on a wide range of airport facility financings, from airport terminal, runway, maintenance, fuel, cargo, training and flight kitchen facilities to those involving noise abatement and environmental remediation. Airport system and airport revenue bonds Project and special facility financings Variable and fixed rate airport securities Airport financing services Commercial paper programs Airport bond refundings Bonds payable from passenger facility charges and grant receipts Airport Financing

3 Notable airport financing experience Oakland, California Served as bond counsel to the Port of Oakland in connection with the Port s capital improvement program, which involved extensive improvements at Oakland International Airport and the Port of Oakland following the issuance of more than $1 billion in general airport revenue bonds and the establishment of the Port s commercial paper program. Los Angeles, California Served as bond and tax counsel to the Regional Airports Improvement Corporation in connection with numerous special facilities financings totaling over $1 billion at Los Angeles International Airport and Ontario International Airport, including financings for terminals, cargo facilities, maintenance hangars, and fuel facilities. In addition, we served as disclosure counsel for approximately $853 million of City of Los Angeles Department of Airports Senior Revenue Bonds and Subordinate Revenue Bonds issued in August 2008 to finance and refinance improvements at Los Angeles International Airport. St. Louis, Missouri Served as bond counsel on several financings for Lambert-St. Louis International Airport, including issuances of GARBs, PFC-backed bonds and bonds secured by a grant from the FAA, as well as those related to the implementation of the City of St. Louis airport revenue commercial paper program. Special facilities financings Worked on special facilities financings for several major airlines at the following airports: John F. Kennedy International Airport; Newark Liberty International Airport; Boston-Logan International Airport; Philadelphia International Airport; George Bush Intercontinental Airport; Charlotte/Douglas International Airport; Orlando International Airport; Cleveland-Hopkins International Airport; and Honolulu International Airport. Washington, DC Represented the underwriters in connection with the Metropolitan Washington Airports Authority s $963 million Dulles Toll Road Revenue Bond transaction, which was The Bond Buyer s 2009 Deal of the Year, and as bond counsel to MWAA, in connection with $343 million Dulles Toll Road Revenue Bonds in 2010, to finance the construction of a new Metrorail line and stations that will connect riders in Virginia to Washington Dulles International Airport. The financing is secured by toll revenues from the Dulles Toll Road and involves a multiple lien structure, current interest bonds, capital appreciation bonds, convertible capital appreciation bonds, Build America Bonds, and insured and uninsured bonds.

4 Airports 1. Albany International Airport (New York) 2. Baltimore-Washington International Thurgood Marshall Airport (Maryland) 3. Billy Mitchell Airport (North Carolina) 4. Bob Hope Airport (California) 5. Boston-Logan International Airport (Massachusetts) 6. Bradley International Airport (Connecticut) 7. Canandaigua Airport (New York) 8. Charlotte/Douglas International Airport (North Carolina) 9. Chicago Executive Airport (Illinois) 10. Chicago O Hare International Airport (Illinois) 11. Cleveland-Hopkins International Airport (Ohio) 12. Dallas-Forth Worth International Airport (Texas) 13. Denver International Airport (Colorado) 14. Detroit Metropolitan Wayne County Airport (Michigan) 15. EuroAirport Basel-Mulhouse-Freiburg (France) 16. Fort Lauderdale-Hollywood International Airport (Florida) 17. George Bush Intercontinental Airport (Texas) 18. Greater Cumberland Regional Airport (West Virginia) 19. Hartsfield-Jackson Atlanta International Airport (Georgia) 20. Hato International Airport (Curaçao, Netherlands Antilles) 21. Honolulu International Airport (Hawaii) 22. John F. Kennedy International Airport (New York) 23. John Wayne Airport Orange County (California) 24. LaGuardia Airport (New York) 25. Lambert-St. Louis International Airport (Missouri) 26. Los Angeles International Airport (California) 27. Louisville International Airport (Kentucky) 28. McCarran International Airport (Nevada) 29. Miami International Airport (Florida) 30. Minneapolis/St. Paul International Airport (Minnesota) 31. Nashville International Airport (Tennessee) 32. Newark Liberty International Airport (New Jersey) 33. Oakland International Airport (California) 34. Ontario International Airport (California) 35. Orlando International Airport (Florida) 36. Palm Springs International Airport (California) 37. Philadelphia International Airport (Pennsylvania) 38. Raleigh-Durham Airport Authority (North Carolina) 39. Ronald Reagan Washington National Airport (Washington, DC) 40. San Francisco International Airport (California) 41. Savannah/Hilton Head International Airport (Georgia) 42. Seattle-Tacoma International Airport (Washington) 43. Tuscon Airport Authority, Inc. (Arizona) 44. Washington Dulles International Airport (Virginia) Airport Financing

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6 Critical litigation and dispute resolution protection With one of the most active and experienced aviation litigation practices in the industry, Nixon Peabody provides critical representation to airport clients and others in the aviation industry when they need it the most. Our lawyers have successfully handled cases in courts and other dispute resolution forums around the globe. We help clients manage virtually all forms of disputes in the U.S. and abroad, ranging from qui tam false claims suits and property disputes to labor and employment matters and personal injury lawsuits. Our firm has also secured favorable results for numerous airports in cases involving air crashes, vehicle collisions, building renovations, death, injury, property damage, fuel spills, and the design of runways and airspace. Environmental management Our lawyers, in-house engineers, and scientists help clients proactively manage the broad range of environmental issues often attendant to airport and other infrastructure projects. We regularly negotiate and review agreements involving environmental concerns, including airport tank storage, fuel distribution systems, and facility cleanups. With a background that includes handling permitting, compliance, and construction matters at some of the largest airports in the U.S., including John F. Kennedy International Airport in New York and Boston-Logan International Airport, our clients receive the practical, knowledgeable guidance they need to meet any environmental challenge. Real estate acquisition, development, and financing In any airport or infrastructure financing transaction, it is important to have lawyers who fully understand real estate acquisition, development, and financing, and can advise at every stage of the deal. We frequently counsel clients on all aspects of acquisitions and dispositions; loan facilities and financing transactions; permitting, land use, and zoning; and leasing transactions. Nixon Peabody also has significant experience working on large-scale projects that involve complex ownership structures and financing arrangements (both public and private). Airport Financing

7 Complete labor and employment coverage Nixon Peabody has a long history of assisting airports, airlines, and other airline industry businesses around the world with their labor and employment concerns, from compensation to compliance to dispute resolution. We provide counseling and training on wage/hour rules, Equal Employment Opportunity laws, occupational safety and health issues involving the Occupational Safety and Health Administration (OSHA) in the U.S., and other areas where compliance is mandated. When disputes arise, we have extensive experience litigating employment discrimination, sexual harassment, and wrongful discharge claims, providing management with successful strategies for avoiding such suits and employment liabilities, including union-prevention techniques when organized labor is involved. We also frequently represent clients during collective bargaining, labor arbitrations, unfair labor practice cases, union representation petitions, strikes, and picketing. Aircraft financing Nixon Peabody is skilled in transactions involving new and used corporate and commercial aircraft registered in the U.S. and in most foreign jurisdictions. Our clients include financial institutions, leasing companies, brokers, corporate trustees, insurance companies, and other important players in this highly cyclical, volatile, and capital-intensive industry. Our lawyers represent clients in transactions involving cross-border and domestic leveraged-lease transactions; operating and capital-lease transactions; secured term loans; conditional sales tractions; and tax-sensitive structures. We also regularly deal with restructuring and sublease transactions, wet and dry leases, remarketing and other back-end issues, and residual value-sharing issues. We are experienced in tax, bankruptcy, and other matters related to foreign-registered aircraft and foreign lessees.

8 About Nixon Peabody Nixon Peabody LLP is a full-service, international law firm and is recognized as a Global 100 firm one of the largest in the world. The firm s size, diversity, and advanced technological resources enable it to offer comprehensive legal services to individuals and organizations of all sizes in local, state, national, and international matters. Contact us For more information about our airport financing services, please contact: Travis A. Gibbs, Partner Phone: tgibbs@nixonpeabody.com Kenneth C. Lind, Counsel Phone: klind@nixonpeabody.com This material may be considered advertising under certain rules of professional conduct. The content should not be construed as legal advice, and readers should not act upon information in this publication without professional counsel. Copyright 2010 Nixon Peabody LLP. All rights reserved.