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Contact: Mike Graffagna

Morrison & Foerster's Project Finance and Development Group has a global reach, serving clients on projects in Latin America, Asia, the Middle East and Africa, as well as in the United States. The Group has positioned teams in New York, Washington, D.C., Tokyo, Hong Kong, Singapore, San Francisco and London, and frequently draws on resources in multiple offices to meet our clients' needs.

The Project Finance and Development Group advises clients in connection with all aspects of the development and financing of largescale projects, including power, oil and gas, transportation, telecommunications, petrochemical, mining, and water. The firm provides clients with assistance in virtually every substantive area of the law that bears on project development and financing, including energy, land use and environmental law, telecommunications and public utilities regulation, tax, real property, and bankruptcy and insolvency.

The group acts for a wide range of clients, including export credit agencies, such as U.S. ExIm Bank and Japan Bank for International Cooperation (JBIC), project sponsors, commercial lenders, multilateral agencies, such as the InterAmerican Development Bank, offtakers, contractors and suppliers. The group also advises developers and financial investors in connection with the sale and acquisition of infrastructure assets. The firm is honored to act as international legal counsel to the Beijing Organizing Committee for the XXIX Olympiad, host committee for the 2008 Summer Games, for matters including venue construction and procurement and other related issues.

The Project Finance and Development Group also provides political risk insurance counseling to clients worldwide. We represent multilateral and bilateral government agencies, private political risk insurers, and insured lenders and investors with respect to coverage for a broad range of equity and debt investments by developers, commercial banks, and capital markets investors. Our expertise lies in policy drafting and analysis of loan documents and transactional documents for insured projects.

Representative Matters

• San Pedro Restructuring. Represent IDB in the restructuring of the San Pedro de Macorís power project financing, including (i) the transfer of equity interests in the Borrower and the Operator, (ii) the assignment to Citibank of the IDBguaranteed loans, (iii) amendments to the transaction documents for the prospective conversion of the plant to enable it to operate on natural gas in addition to fuel oil, and (iv) associated changes to the IDB political risk guarantee and reinsurance contracts.
• Acquisition of Bolivian Silver Mine. Representation of Sumitomo Corporation, a Japanese trading company, in its acquisition of a participating interest in a Bolivian silver mine and the formation of a strategic alliance with Apex Silver Mines Limited (a mining and development company). Under the agreement, Sumitomo acquired a 35% participating interest in Apex Silver's San Cristobal open-pit silver-zinc-lead project located in South Western Bolivia and was granted a two-year option to earn a 35% share of certain Apex Silver exploration projects located in Peru, Mexico, Argentina and Bolivia.
• EnerTech Regional Biosolids Project. Represent EnerTech Environmental, Inc. in the construction, development and operation of a biosolids processing and disposal facility to be located in the City of Rialto, California. We represented EnerTech and its special-purpose project subsidiary in connection with the issuance by the California Statewide Communities Development Authority to fund the project of four tranches senior and subordinate tax-exempt and taxable revenue bonds, totaling $161,785,000, in a transaction arranged by Deutsche Bank Securities, Inc. The project will derive revenues from biosolids agreements with the Orange County Sanitation District, the County Sanitation Districts of Los Angeles County, the San Bernardino Municipal Water Department, and the City of Riverside, all in California.
• Cerro Verde Primary Sulfide Project.  Represented Japan Bank for International Cooperation in connection with the financing of the approximately $930 million copper mine expansion in Arequipa, Peru, being sponsored by Phelps Dodge, Sumitomo Corporation and Sumitomo Metal Mining Co., Ltd.  JBIC was the largest single lender involved in the transaction, providing $173.25 million in direct loans to the Project, as well as issuing a political risk insurance policy covering 100% of the JBIC co-financing lenders' exposure of $74.25 million.  The project was named “Latin American Deal of the Year” by Project Finance Magazine and nominated for International Financial Law Review's Project Finance Deal of the Year.
• JBIC/Mexico Projects. We have represented JBIC in over $2 billion of project financings in Mexico: the 495 MW Tuxpan V Power Project, the 1,018 MW Tuxpan III & IV Project and the $1 billion Cantarell Nitrogen Injection Project.
• U.S. Ex-Im Bank/Turkish Power Projects. We have represented U.S. Ex-Im Bank in over $3 billion of project financings for five power projects (3100 MW) in Turkey: Trakya Elektrik, InterGen/ENKA Gebze, Izmir and Adapazari projects and the Tractebel/Ankara project.
• Taiwan High Speed Rail Project.  We represent the Taiwan Shinkansen Consortium, consisting of Mitsui & Co., Ltd., Mitsubishi Corporation, Marubeni Corporation, Sumitomo Corporation, Mitsubishi Heavy Industries, Toshiba Corporation and Kawasaki Heavy Industries, as supplier of the core system and trackworks, maintenance provider and equity participant for the $15 billion Taipei-Kaohsiung High Speed Rail Project.  The project is one of the largest infrastructure projects in the world.
• Marubeni/Youngduk Wind Farm Project (South Korea). We represent Marubeni in the development and financing of the 40 MW Youngduk Wind Farm Project located in North Kyongsang, South Korea – the first wind farm developed in South Korea.
• Calpine, Mitsui and Chubu Electric Consortium/Valladolid III Power Project (Mexico). We act as project counsel for the development and project financing of the 525 MW Valladolid III Power Project in Mexico.
• Transierra/Gasyrg Pipeline (Bolivia). We represent Transierra as borrower in a $150 million IFC A/B loan project financing in connection with a 432-kilometer gas pipeline in Bolivia sponsored by Repsol, Total and Petrobras.

Representative Matters

• San Pedro Restructuring. Represent IDB in the restructuring of the San Pedro de Macorís power project financing, including (i) the transfer of equity interests in the Borrower and the Operator, (ii) the assignment to Citibank of the IDBguaranteed loans, (iii) amendments to the transaction documents for the prospective conversion of the plant to enable it to operate on natural gas in addition to fuel oil, and (iv) associated changes to the IDB political risk guarantee and reinsurance contracts.
• Acquisition of Bolivian Silver Mine. Representation of Sumitomo Corporation, a Japanese trading company, in its acquisition of a participating interest in a Bolivian silver mine and the formation of a strategic alliance with Apex Silver Mines Limited (a mining and development company). Under the agreement, Sumitomo acquired a 35% participating interest in Apex Silver's San Cristobal open-pit silver-zinc-lead project located in South Western Bolivia and was granted a two-year option to earn a 35% share of certain Apex Silver exploration projects located in Peru, Mexico, Argentina and Bolivia.
• EnerTech Regional Biosolids Project. Represent EnerTech Environmental, Inc. in the construction, development and operation of a biosolids processing and disposal facility to be located in the City of Rialto, California. We represented EnerTech and its special-purpose project subsidiary in connection with the issuance by the California Statewide Communities Development Authority to fund the project of four tranches senior and subordinate tax-exempt and taxable revenue bonds, totaling $161,785,000, in a transaction arranged by Deutsche Bank Securities, Inc. The project will derive revenues from biosolids agreements with the Orange County Sanitation District, the County Sanitation Districts of Los Angeles County, the San Bernardino Municipal Water Department, and the City of Riverside, all in California.
• Cerro Verde Primary Sulfide Project.  Represented Japan Bank for International Cooperation in connection with the financing of the approximately $930 million copper mine expansion in Arequipa, Peru, being sponsored by Phelps Dodge, Sumitomo Corporation and Sumitomo Metal Mining Co., Ltd.  JBIC was the largest single lender involved in the transaction, providing $173.25 million in direct loans to the Project, as well as issuing a political risk insurance policy covering 100% of the JBIC co-financing lenders' exposure of $74.25 million.  The project was named “Latin American Deal of the Year” by Project Finance Magazine and nominated for International Financial Law Review's Project Finance Deal of the Year.
• JBIC/Mexico Projects. We have represented JBIC in over $2 billion of project financings in Mexico: the 495 MW Tuxpan V Power Project, the 1,018 MW Tuxpan III & IV Project and the $1 billion Cantarell Nitrogen Injection Project.
• U.S. Ex-Im Bank/Turkish Power Projects. We have represented U.S. Ex-Im Bank in over $3 billion of project financings for five power projects (3100 MW) in Turkey: Trakya Elektrik, InterGen/ENKA Gebze, Izmir and Adapazari projects and the Tractebel/Ankara project.
• Taiwan High Speed Rail Project.  We represent the Taiwan Shinkansen Consortium, consisting of Mitsui & Co., Ltd., Mitsubishi Corporation, Marubeni Corporation, Sumitomo Corporation, Mitsubishi Heavy Industries, Toshiba Corporation and Kawasaki Heavy Industries, as supplier of the core system and trackworks, maintenance provider and equity participant for the $15 billion Taipei-Kaohsiung High Speed Rail Project.  The project is one of the largest infrastructure projects in the world.
• Marubeni/Youngduk Wind Farm Project (South Korea). We represent Marubeni in the development and financing of the 40 MW Youngduk Wind Farm Project located in North Kyongsang, South Korea – the first wind farm developed in South Korea.
• Calpine, Mitsui and Chubu Electric Consortium/Valladolid III Power Project (Mexico). We act as project counsel for the development and project financing of the 525 MW Valladolid III Power Project in Mexico.
• Transierra/Gasyrg Pipeline (Bolivia). We represent Transierra as borrower in a $150 million IFC A/B loan project financing in connection with a 432-kilometer gas pipeline in Bolivia sponsored by Repsol, Total and Petrobras.