Experience Across Latin America 2 | Table of Contents

About Paul Hastings 1 Latin America 2 Experience in Mexico 4 Our lawyers have advised Experience in Brazil 24 Experience in Other Latin American 30 clients on some of the Countries and the Caribbean largest, most complex and “first-ever” transactions throughout Latin America and in nearly every industry group.

PAUL HASTINGS About Paul Hastings

n Paul Hastings is a leading global ever” transactions throughout n Our U.S. offices, located in law firm that provides innovative Latin America and in nearly every Atlanta, Chicago, Houston, Los legal solutions to many of the industry group. We are in the Angeles, New York, Orange world’s Fortune Global 500 process of opening a permanent County, Palo Alto, San Diego, San companies and other top financial office in São Paulo. Francisco, and Washington, D.C., institutions. work closely with our lawyers in n We recognized early on the Brazil, Asia and Europe to leverage n With more than 1,000 lawyers in 20 potential Asia represented for our global platform and provide a offices across Asia, Europe, and global business. We were one high level of client service to our the U.S., we have the global reach of the first U.S. law firms in Asia, multinational clients. and extensive capabilities to meet and today have one of the leading the increasingly complex business practices in the region. We recently n Our expansion echoes the growing needs of our clients wherever they opened our fifth Asian location in globalization of our clients’ may be. this critical region in Seoul, South business. During the last 10 Korea. years, we continued the strategic n We have a market-focused expansion of our global footprint perspective and are strategic in n We have a strong presence in and opened 12 new offices. our approach. We continually Europe, with offices in key locations assess the services, industries, and such as Brussels, Frankfurt, London, n Today, Paul Hastings works with markets with the greatest potential Milan, and Paris. Our European financial and corporate clients in to strengthen our business and best offices provide ample complement over 80 countries, operating from | 1 serve our clients. and international presence to offices in the world’s key financial support our clients in established centers. n Our Latin America experience and emerging markets around the is extensive. Our lawyers have world. advised clients on some of the largest, most complex and “first-

OUR FULL-SERVICE EXPERTISE

We provide a full range of legal services to meet our clients’ business needs. Our clients include top-tier companies across every major industry including financial services, private equity, energy, infrastructure, life sciences, industrials, real estate, technology, and telecommunications and media. We provide world-class litigation and transactional support in practice areas such as banking and finance, fund formation and investment management, capital markets, bankruptcy and restructuring, securities litigation, M&A, antitrust, intellectual property, labor and employment, private equity, project finance, real estate, and tax, as well as extensive regulatory, anti-corruption/FCPA investigations and compliance expertise.

Top 5 1st Ranked in the Top 5 most innovative law firms Ranked 1st on the A-List of the most for the past three years successful law firms in the U.S. Financial Times’ US Innovative Lawyers Report The American Lawyer, 2014 3 Dealmaker of the Year 2015 Three partners named among Latin America’s The American Lawyer Top 50 Female Lawyers Experience Across Latin America Experience Across Latin America LatinVex Latin America

We are a premier choice for clients to Mergers and Acquisitions, Capital meet business goals throughout Latin Markets, Project and Structured America, as our lawyers have one Finance, Financial Restructurings, of the most successful and diverse Private Equity, Commercial Banking practices in the region. Our lawyers and Lending, Commodities and have advised clients on some of the Derivatives, and Litigation and Dispute largest, most complex and “first- Resolution. ever” transactions throughout Latin America and in nearly every industry Paul Hastings lawyers have been group. As such, our lawyers have some of the most active practitioners been regularly recognized in such in the Latin American financial markets industry publications as Latin Finance, for several decades. As a result, International Financial Law Review, our lawyers are among the leaders Latin Counsel, Latin Lawyer, and in capital markets, M&A and debt American Lawyer. restructuring transactions in the region. For example, our lawyers have Vast Experience and Stellar represented more Mexican issuers of Presence securities and handled more Mexican 2 | IPOs than any other international law Our lawyers have established stellar firm in recent years. In fact, during practices in the two largest economies the first three years ended April 30, in Latin America: Mexico and Brazil. 2015, Paul Hastings lawyers have Our Latin America team is chaired by participated in over 90 international renowned Latin America transactional corporate financings and securities specialist Michael Fitzgerald. The team offerings across Latin America. has leading transactional experience including approximately 14 partners and 36 associates and counsel, with partners Robert Kartheiser, Taisa Markus, Cathleen McLaughlin, Joy Gallup and Arturo Carrillo representing a core group focusing on Latin American matters. We capitalize on this stellar presence to also provide first-rate services to clients in Central America, Colombia, Peru, and the Southern Cone. Our practice in the region is broad and specializes in

PAUL HASTINGS Integrated Excellence

Our Latin America Practice Group Our extensive industry experience works as a cohesive, integrated has allowed our lawyers to regularly team. Our lawyers are not only fully be a part of the most cutting-edge conversant in Spanish and Portuguese transactions in Latin America, such but also have extensive experience as the first REIT-like equity offering by with the business environment in any company in Latin America, the Latin America and are knowledgeable first perpetual bond issued by any about laws and regulations throughout corporate issuer in any market, and the region. Supporting them are structuring the first hybrid securities multilingual and multijurisdictional issued by financial institutions in lawyers located in 20 offices around Mexico, Brazil, Peru and other Latin the globe with a vast range of American jurisdictions. experience.

| 3 Industry Experience

Our lawyers have invested extensive time and energy over many years in understanding the region and the industries within which our clients operate. Our key industry experience includes: n Financial Institutions n Infrastructure n Transportation n Chemicals n Oil & Gas n Real Estate n Manufacturing n Leisure and Hospitality n Consumer and Retail n Technology n Healthcare and Pharmaceuticals n Media n Telecommunications n Commodities Trading n Energy and Utilities n Mining

Experience Across Latin America Experience in Mexico

Lawyers in our Latin America Practice Paul Hastings lawyers active in Initial Public Offering Group have advised clients on a wide Latin American transactions are fully Experience variety of transactions and matters conversant not only in Spanish but also in Mexico and have been one of the with the business environment across Paul Hastings lawyers have been most active groups working on capital Latin America and are knowledgeable involved in almost all initial public markets transactions, restructurings, about the laws and regulations across offerings out of Mexico in the past bank financings and securitizations in the region, including foreign investment decade – more than any U.S. law firm, the country over the past decade. As laws and regulations applicable in building on one of the most active a result of this experience, we have capital markets transactions. Our and successful practices in Latin developed a detailed knowledge of lawyers active in Latin American America generally. Our lawyers’ initial the law and practice of doing business transactions, and the deals public offering experience in Mexico in Mexico, as well as close working themselves, have been recognized in and throughout Latin America reflects relationships with many of the leading numerous industry publications. our experience globally and includes Mexican business groups, law firms representing issuers, underwriters and and government officials. other financial intermediaries.

In recent years, our lawyers have combined to represent more Mexican 4 | issuers of securities and handled more Mexican IPOs than any other U.S. law firm. Our handling of many of Mexico’s and Latin America’s most complex transactions has earned our lawyers the status of being one of the premier U.S. corporate and banking teams in the region.

PAUL HASTINGS Our initial public offering experience in Danhos of its trust certificates. and other jurisdictions pursuant to Mexico in recent years includes: Fibra Danhos is among a handful Rule 144A and Regulation S. The of Mexican Real Estate Investment global offering was in the amount . Fideicomiso Hipotecario (FHipo): Trusts (REITs) to be utilized in the of approximately US$380 million Representation of FHipo in its wake of a comprehensive legal and was the first FIBRA listed on US$633 million IPO, which was overhaul in Mexico that created the Mexican securities exchange the first Mexican mortgage REIT the “FIBRA,” a new Mexican that focuses exclusively on retail and this first of a kind transaction investment vehicle which bears properties. This was also the first also represented the first mortgage many similarities to the U.S. REIT. time in the history of Mexico’s REIT ever sold internationally in Fibra Danhos was formed to capital markets that a start-up was Latin America. This complex deal develop, acquire and manage some listed not only resulted in the creation of the most recognizable and iconic . : of a new asset class, but the shopping centers and mixed use Hoteles City Express Representation of Morgan Stanley, establishment of an international properties in Mexico secondary market for Latin Citigroup and Bank of America American mortgages. This was the . Controladora Vuela Compañía Merrill Lynch as initial purchasers largest IPO in Mexico in 2014 de Aviación (Volaris): on with Hoteles City Express’ Representation of Deutsche Bank, US$200 million international . Lala: Representation of Lala, Morgan Stanley and UBS as the initial public offering. Hoteles City | 5 Mexico’s largest dairy company and lead underwriters in connection Express is a leading Mexican one of the leading dairy companies with the initial public offering of hotel company, and is the largest in Latin America, in completing its Mexican low-cost airline Volaris. hotel operator in the economy US$1.1 billion initial public offering The offering involved an issuance and budget segments in Mexico. of common stock. The offering of Series A shares in Mexico which Hoteles City Express’ hotels cater was the largest IPO in 2013 from were listed on the Mexican Stock to business travelers in Mexico’s Latin America. The IPO was sold Exchange and an issuance of rapidly growing economy. The internationally pursuant to Rule Ordinary Participation Certificates oversubscribed offering involved 144A and Regulation S and the in the form of American Depositary the issuance of stock publicly on shares were listed on the Mexican Shares in the U.S. and other the Mexican Stock Exchange and Stock Exchange. An affiliate of Lala, countries outside of Mexico. The internationally pursuant to Rule that was spun off just prior to the ADSs were registered with the SEC 144A and Regulation S. Also, IPO, is the largest milk producer in and listed on the New York Stock representation of Morgan Stanley, the United States Exchange Citigroup, Bank of America Merrill . : Representation Lynch, HSBC and Actinver in the Fibra Danhos . FIBRA Shop: Representation of of Goldman Sachs as global US$170 million follow-on offering by FIBRA Shop in a global offering of Hoteles City Express coordinator and Evercore and real estate trust certificates via a BBVA as other initial purchasers in public offering in Mexico through connection with the US$400 million the Mexican Stock Exchange, and initial international offering by Fibra a private placement in the U.S.

Experience Across Latin America Experience in Mexico (cont’d)

. Grupo Sanborns: Representation the Mexican Stock Exchange of Credit Suisse, Citi and Morgan widely seen as adding liquidity to Stanley as initial purchasers on the Mexican real estate market by Grupo Sanborns’ initial public allowing for retail investment while offering made internationally hedging risk for investors. Also, pursuant to Rule 144A and representation of Credit Suisse Regulation S and listed on the and Santander in the US$700 Mexican Stock Exchange. Grupo million re-IPO of Fibra Uno on the Sanborns is the flagship company Mexican Stock Exchange and of the Carlos Slim empire and one internationally through Rule 144A/ of the most iconic and well-known Regulation S. The deal marked brands in Mexico. The IPO raised the second use of the FIBRA approximately US$950 million ever and by the same issuer, and was the largest IPO in Latin and representation of Santander, America at the time in 2013 Credit Suisse and Evercore in the US$1.75 billion second follow-on . Alpek: Representation of Alpek, offering by Fibra Uno. In addition, the largest petrochemical company representation Santander, Credit 6 | in Mexico and the second-largest Suisse, BBVA, BTG Pactual, in Latin America, in its 144A/ Evercore, Goldman, Sachs & Co., Regulation S US$900 million IPO HSBC and UBS Investment Bank on the Mexican Stock Exchange. as initial purchasers in connection This was one of the largest with Fibra Uno’s US$2.5 billion international IPOs on the Mexican third follow-on equity offering, the Stock Exchange at the time largest equity offering ever in the . Fibra Uno: Representation of real estate sector in Latin America. Santander and Evercore Group This last oversubscribed offering as initial purchasers in the IPO marks the fourth equity offering by of 161,204,820 Real Estate Trust Fibra Uno, which has now issued Certificates by Mexican trust, approximately US$5.5 billion in Fibra Uno, on the Mexican Stock equity since its IPO in 2011 Exchange and internationally . FibraHotel: Representation of the pursuant to Rule 144A/Regulation initial purchasers in connection S. The deal marked the very with the initial public offering by first use of the new Mexican FibraHotel on the Mexican Stock investment vehicle, the FIBRA, Exchange and internationally which bears many similarities to pursuant to Rule 144A/Regulation the U.S. REIT. The REIT listing S. FibraHotel was the very first introduced a new instrument to lodging and very first sector

PAUL HASTINGS specific Real Estate Investment offering in Mexico. BanRegio is a . Bolsa Mexicana de Trust (REIT) in Latin America and leading Mexican bank in the north Valores: Representation of one of only a hand full Mexican of Mexico the underwriters, led by UBS REITS to be utilized in the wake of Securities LLC, in a US$443 million . : Representation of a comprehensive legal overhaul OHL Mexico IPO by Bolsa Mexicana de Valores OHL Mexico, a leading Mexican in Mexico that created the FIBRA. on the Mexican Stock Exchange operator of toll roads and airports The four-times oversubscribed and outside of Mexico under which is a part of the Obrascon offering involved the issuance of Rule 144A/Regulation S. The Huarte Lain group, in connection approximately US$300 million transaction was named “Equity with its 144A/Regulation S US$800 in FibraHotel’s stock. Also, Deal of the Year “ by International million IPO on the Mexican Stock representation of Goldman Sachs, Financial Law Review Exchange. The offering was JP Morgan and BBVA in the six underwritten by UBS, Credit Suisse . Genomma Lab: Representation – times oversubscribed US$330 and Santander, and is one of the of Genomma Lab, a leading million follow-on offering by largest international IPOs in Mexico. Mexican company specializing FibraHotel Also representation of UBS, BBVA, in the development, sale and . Fibra Inn: Representation of the Goldman Sachs, JP Morgan and marketing of over-the-counter initial purchasers in connection Soc Gen as initial purchasers in a pharmaceutical and personal with the initial public offering by US$458.5 million global follow-on care products, and the selling | 7 Fibra Inn on the Mexican Stock offering of shares of OHL Mexico shareholders in a US$234 million Exchange and internationally which consisted of a public tranche initial public offering of common pursuant to Rule 144A/Regulation in Mexico and a Rule 144A/Reg shares on the Mexican Stock S. Fibra Inn was the second S tranche outside of Mexico. Exchange and outside of Mexico lodging Real Estate Investment Representation of Goldman Sachs under Rule 144A/Regulation S Trust (REIT) in Latin America and JP Morgan as initial purchasers . Lamosa: Representation of the and was the fifth publicly traded in a US$288 million secondary underwriters in the “re-IPO” of Mexican REIT to be created in the offering of shares of OHL Mexico, Lamosa, a leading manufacturer wake of a comprehensive legal which consisted exclusively of a of ceramic products traded overhaul in Mexico that created the Rule 144A/Reg S tranche outside of publicly in Mexico, in its first ever FIBRA. The offering involved the Mexico international stock offering issuance of approximately US$300 . Chedraui: Representation of million and the initial purchasers . Banco Compartamos: Citi and Credit Suisse as initial involved in this transaction were Representation of Mexico’s purchasers in the US$393 million Credit Suisse and Santander top microfinance bank, Banco IPO by Mexican retailer and Compartamos, in structuring and . BanRegio Grupo Financiero: supermarket operator Chedraui on closing the offering of US$466 Representation of Citi Securities the Mexican Stock Exchange and million of common shares in an and BBVA Bancomer as internationally pursuant to Rule initial secondary stock offering on placement agents for the 144A/Regulation S. This 2010 IPO the Mexican Stock Exchange and international tranche in BanRegio was the first IPO in Mexico since internationally through Rule 144A/ Grupo Financiero’s initial public June 2008

Experience Across Latin America Experience in Mexico (cont’d)

Regulation S. The offering was 14 of Mexico. When this transaction consortium that included Equity times oversubscribed and priced closed in May 2004, it was the first International and funds managed well above the high end of the initial public offering out of Mexico by BlackRock and Altan Capital. estimated price range. This is the in five years The consortium made an initial first public offering by a microcredit investment of approximately . : Representation of the lender in Latin America, the Famsa US$109 million in Acosta Verde Mexican furniture and household first initial public offering by any goods retailer in its US$230 million Mexican bank and one of the first . Ivanhoé Cambridge: initial public stock offering on the offerings out of Latin America by Representation of Ivanhoé Mexican Stock Exchange and entities that define themselves by a Cambridge, the second largest outside of Mexico in a Rule 144A/ social mission pension fund in Canada, in the Regulation S tranche creation of a new partnership . Homex: with Black Creek Group (Black . : Representation of SARE Creek), a real estate private equity o Representation of the Deutsche Bank Securities firm with extensive experience underwriters, Citigroup and and BBVA Securities, Inc., sponsoring real estate companies Merrill Lynch, in a US$160 as placement agents for the in Mexico. Ivanhoé Cambridge, million initial equity offering by international tranche in Sare’s a real estate subsidiary of Homex, a vertically integrated initial public offering in Mexico. 8 | institutional fund manager Caisse home development company Sare Holding is a holding company de dépôt et placement du Québec, focusing on affordable involved in the Mexican residential together with Black Creek, will housing in Mexico. It was the real estate development industry invest in the development of first NYSE-traded and SEC- . : Representation mixed-use urban communities registered IPO out of Mexico in Consorcio ARA of Consorcio ARA, a Mexican in the main cities of Mexico five years housing company, in connection including Mexico City, Monterrey o Representation of the with its Rule 144A/Regulation S and Guadalajara through MIRA, selling shareholders in an IPO underwritten by Citigroup Black Creek’s fully-integrated real SEC-registered offering of and subsequent follow-on equity estate and development platform 40,491,106 shares of common offerings in Mexico. Ivanhoé Cambridge stock (a portion of which was intends to invest up to US$500 . : Representation of G. represented by American G. Accion million in assets, as part of its Accion, a commercial real estate Depositary Shares). Homex has strategy of developing a long- developer, in connection with a listing on the NYSE term active presence in growth its Rule 144A/Regulation S IPO markets. Ivanhoé Cambridge’s . URBI: Representation of URBI, underwritten by Merrill Lynch first investment by way of MIRA a leading housing development of more than US$100 million in company in Mexico, in the US$150 Mergers and Acquisitions assets will be used for a residential million offering of shares and development project . Acosta Verde: Representation American Depository Receipts of Acosta Verde, a major owner (ADRs), which was public in . Invercap: Representation of and manager of shopping centers Mexico and conducted pursuant Invercap in a restructuring of all in Mexico in connection with a to Rule 144A/Regulation S outside of its US dollar debt and in the joint venture transaction with a sale of a strategic interest to

PAUL HASTINGS Advent International. As part of high participation rate from the the restructuring, Eton Park, an bondholders). In the restructuring, anchor investor in Advent, sold Maxcom’s existing bondholders down its interest consistent with were issued new secured bonds, its investment strategy in Latin and the recapitalization included a America, as Advent entered. In US$45 million capital infusion from addition, various equity and equity Ventura. The interplay between the linked interests in the forms of Mexican and U.S. corporate and warrants and convertible notes securities rules, the U.S. SEC and were restructured. At the same Mexican CNBV tender offer rules, time, Invercap refinanced its and the U.S. bankruptcy rules all syndicated loan facility with Credit being applied by a Mexican private Suisse with the proceeds of a equity firm to acquire a Mexican three tranche issuance of privately corporation created an innovative placed notes to international and approach to M&A that has not Mexican investors been tried before in any emerging market . Maxcom: Representation of a private equity firm Ventura . Genomma Lab: | 9 in its successful takeover of o Representation of Genomma Maxcom, a facilities-based Lab, one of the fastest growing telecommunications provider. pharmaceutical and personal The takeover, led by Ventura on care products companies in behalf of a group of investors, Mexico, in its contemplated was accomplished through a hostile takeover of New simultaneous public tender offer York Stock Exchange listed for the shares of Maxcom in company Prestige Brands, Mexico and an SEC-registered including the negotiation tender offer in the U.S. The and execution of a US$2.2 takeover was conditioned on billion of acquisition financing a complete reorganization of commitment Maxcom’s capital structure which was accomplished by the filing o Representation of Genomma of a prepackaged Chapter 11 Lab in the signing of a bankruptcy plan in Delaware. strategic alliance agreement The U.S. bankruptcy filing was with Televisa, the largest needed to compel all of the media company in the holders of Maxcom’s internationally Spanish-speaking world, to traded bonds to agree to the sell and distribute personal terms of the restructuring (after a care and over-the-counter previous exchange offer attempt pharmaceuticals in the United had not achieved a sufficiently States and Puerto Rico

Experience Across Latin America Experience in Mexico (cont’d)

The strategic alliance will . Grupo Bal: Representation of one Fibra Uno’s US$1 billion inaugural operate through Televisa of the largest mining companies international debt offering, Consumer Products USA in Latin America, Grupo Bal in a consisting of US$600 million of (TCP), a company owned series of transactions, including: 5.250% Senior Notes due 2024 by Televisa and Genomma and US$400 million of 6.950% o Representation of a bidder Lab. The agreement will Senior Notes due 2044. Fibra Uno in an offer to purchase BBVA enable Genomma Lab to becomes the first Mexican FIBRA assets in Latin America expand its brands beyond to issue debt in the international Mexico and Latin America by o Representation of a bidder in capital markets in this ground- accessing a Hispanic market an offer to purchase Mexican breaking transaction which also of approximately 50 million insurance company Aba marks the largest debt issuance by consumers with a purchasing Seguros a real estate entity in Latin America power of over US$870 billion and the first issuance of 30-year annually while leveraging off o Representation of a bidder notes by a REIT. The notes were of Televisa’s reach and name in an offer to purchase the issued pursuant to Rule 144A recognition in the Hispanic Latin American pension, life and Regulation S in a several market insurance and investment times oversubscribed offering. management operations Paul Hastings attorneys also . : 10 | Kimberly-Clark de Mexico of ING Group NV represented the initial purchasers Representation of Eton Park in Fibra Uno’s historic IPO in Capital and Mexican private equity Other Equity and Debt 2011, its initial follow-on offering interests in the US$400 million Capital Markets Deals in 2012 and subsequent follow-on leveraged purchase of the paper offerings in 2013 and 2014 products division of Kimberly-Clark Paul Hastings lawyers have been de Mexico involved in a wide variety of matters . Alfa: Representation of Alfa, one in Mexico aside from initial public of the largest conglomerates in . : Representation of Grupo México offerings. We understand the complex Latin America, in its inaugural US$1 Grupo México in connection with linkages between legal, regulatory and billion international bond offering. the US$4.2 billion merger of its economic issues implicated in any The offering involved the issuance Mexican unit, Minera Mexico, with major Mexican transaction. Many of of US$500 million of 5.250% Senior its Peruvian unit, Southern Peru the transactions we have worked on Notes due 2024 and US$500 million Copper Corporation, an NYSE- in Mexico are first time debt offerings of 6.875% Senior Notes due 2044. listed company. This was the by Mexican companies that involve Alfa became one of the select group second largest M&A transaction substantially the same disclosure as of Latin American companies able ever in Mexico initial public offerings. to access the 30-year international bond market. The notes were . Grupo Cementos de Chihuahua: Our additional equity and debt issued pursuant to Rule 144A and Representation of Mexican cement experience in Mexico includes: company Grupo Cementos de Regulation S in a more than four Chihuahua in connection with its . Fibra Uno: Representation of times oversubscribed offering. The US$271 million acquisition of Mid Credit Suisse, Deutsche Bank, underwriters involved were Credit Continent Concrete Company of the BBVA, and Santander as initial Suisse, Goldman Sachs, JP Morgan United States purchasers in connection with and Morgan Stanley

PAUL HASTINGS . Inbursa: . Cementos de Chihuahua: Representation of Citigroup, Scotia o Representation of Credit Capital and BBVA in connection Suisse, Bank of America with an offering of senior secured Merrill Lynch and Citigroup high-yield notes for approximately in the offering of US$1 billion US$250 million sharing collateral of 4.125% 10 year bonds by on an equal and rateable basis Inbursa a leading Mexican with the lenders of a Term Loan commercial bank, which is Facility, issued by Cementos de controlled by Carlos Slim and Chihuahua under Rule 144A/ members of the Slim family. Regulation S The offering was Inbursa’s first ever international debt offering. . Promotora y Operadora The bonds were issued de Infraestructura (Pinfra): pursuant to Rule 144A and Representation of Credit Suisse, Regulation S JP Morgan, Itaú BBA and GBM as initial purchasers in connection o Representation of Credit with Pinfra’s US$570 million follow- Suisse, UBS, Citigroup on equity offering of Series “L” | 11 and BTG Pactual as initial Shares. Pinfra’s follow-on offering purchasers in connection of Series “L” Shares was the first with the offering by Spain’s L-share offering in Mexico in over CaixaBank of shares 10 years. The issued stock was representing approximately offered publicly in Mexico on the 6.4% of Inbursa. Inbursa, which Mexican Stock Exchange and is listed on the Mexican Stock internationally pursuant to Rule Exchange and is controlled 144A and Regulation S. Pinfra is a by Carlos Slim and members leading operator of infrastructure of the Slim family, is one of concessions in Mexico with 15 the leading financial services highway concessions and one port holding companies in Mexico terminal concession . : Representation of Unifin, a Unifin . Fresnillo PLC: Representation of leading Mexican specialty finance Fresnillo PLC, the world’s largest company focusing on the operating silver miner and one of the world’s leasing industry, in its US$400 largest precious metals miners, million inaugural international in connection with its inaugural bond offering. The notes were international issuance of debt issued pursuant to Rule 144A and securities. The several times Regulation S in an offering heard to oversubscribed offering involved be twelve times overscribed. The the issuance of US$800 million of underwriters involved were Credit 5.500% Senior Notes due Suisse, Citigroup and Scotiabank

Experience Across Latin America Experience in Mexico (cont’d)

2023 pursuant to Rule 144A and in two separate offerings as Regulation S. The underwriters reopenings of Axtel’s Senior involved were Citigroup, Deutsche Secured Notes due 2020. The Bank and JP Morgan Senior Secured Notes due 2020 issued in connection . Axtel: with the exchange offer were o Representation of Citigroup also issued as a reopening of and Credit Suisse as initial the same series of bonds in purchasers in a US$150 exchange for a portion of two million issuance of senior other series of Axtel’s debt secured bonds in connection securities: Axtel’s outstanding with a financing for Mexican 7.625% Senior Notes due telecommunications company 2017 and 9.00% Senior Notes Axtel. These senior secured due 2019, with the 2017 bonds were offered pursuant notes taking priority in the to Rule 144A/Regulation S and exchange. This complex liability issued as a reopening of Axtel’s management transaction, Senior Secured Notes due which effectively represented 12 | 2020. Prior to this issuance, three distinct issuances of Axtel conducted a consent securities, was successfully solicitation of the existing accomplished in order to “term holders of Senior Secured out” certain of Axtel’s most Notes due 2020 to allow this immediately maturing debt new issuance and additional o Representation of Citigroup secured debt to be secured by and Credit Suisse as dealer the same collateral securing the managers in connection with a existing Senior Secured Notes US$350 million exchange offer due 2020, and we represented by a subsidiary of Axtel. This Citigroup and Credit Suisse was a successful use of the as solicitation agents in that capital markets to accomplish a successful consent solicitation restructuring of Axtel’s existing o Representation of Citigroup high yield bonds and Credit Suisse as dealer o Representation of Credit managers in a US$115 million Suisse and Bank of America exchange offer and initial as underwriters in a US$300 purchasers in a new US$36 million Rule 144A/Regulation S million issuance of senior offering of 9.00% Senior Notes secured bonds in connection due 2019, and in the US$190 with a financing for Axtel. million reopening, by Axtel The new financing of senior secured bonds was issued

PAUL HASTINGS . Metalsa: Representation of Senior Notes due 2022 notes pursuant to a reopening Metalsa, one of the world’s pursuant to Rule 144A and due to high investor demand. largest manufacturers of structural Regulation S. This transaction Concurrently with the new notes components for the automotive marks the first international offering, Paul Hastings also industry, on its inaugural offering by Alpek, since its IPO represented Credito Real in international issuance of debt in early 2012, also handled by connection with its cash tender securities. The several times Paul Hastings attorneys offer for any and all of its US$210 oversubscribed offering involved million 10.250% Senior Notes . : Representation of the issuance of US$300 million Nemak due 2015 (the “2015 notes”) Nemak, one of the world’s largest of 4.90% Senior Notes due issued in 2010, and the related manufacturers of powertrain 2023 pursuant to Rule 144A and consent solicitation to amend the components for the automotive Regulation S. Based on credit provisions of the 2015 notes. The industry, in connection with its rating and terms, we understand dealer managers of the tender inaugural international issuance from the investment bankers offer were Barclays and Bank of high yield debt securities. The involved in the transaction that of America Merrill Lynch. Paul offering involved the issuance this was one of the most favorably Hastings previously represented of US$500 million of 5.500% priced debt securities offerings in Credito Real in its initial public Senior Notes due 2023 pursuant Latin America offering in October 2012 to Rule 144A and Regulation | 13 . Alpek: S. Based on credit rating and . Financiera Independencia terms, we understand from the (Findep): o Representation of Alpek, investment bankers that this was o Representation of Barclays, the largest petrochemical one of the most favorably priced HSBC and BCP Securities company in Mexico and one debt securities offerings in Latin in the offering of US$200 of the largest in the world, in America connection with an international million of 7.500% 5 year issuance of debt securities. . Credito Real: Representation bonds by Findep, one of the The offering involved the of Credito Real, a Mexico-based largest microfinance lenders issuance of US$300 million of consumer lender, in connection to individuals in Mexico. 5.375% Senior Notes due 2023 with its international issuance Approximately US$170 million pursuant to Rule 144A and of high-yield debt securities. of the net proceeds of the Regulation S. The underwriters The offering was underwritten offering is being used to involved were HSBC and JP by Barclays, Bank of America fund the cash tender offer Morgan Merrill Lynch and Credit Suisse for Findep’s outstanding and involved the initial issuance 10.0% bonds due 2015. Paul o Representation of Alpek, in of US$350 million of 7.500% Hastings also acted as counsel connection with its inaugural Senior Notes due 2019 (“new to Barclays, HSBC and BCP international issuance of debt notes”) pursuant to Rule 144A Securities as dealer managers securities. The oversubscribed and Regulation S, which was in the tender offer offering involved the issuance shortly followed by an additional of US$650 million of 4.500% issuance of US$75 million of new

Experience Across Latin America Experience in Mexico (cont’d)

o Representation of Morgan o Representation of Merrill by Televisa. Televisa is the Stanley and Bank of America Lynch & Co., as sole global largest Spanish language Merrill Lynch in the issuance of coordinator for a syndicate media company in the world US$200 million of senior notes of underwriters including and provides most of the by Findep Santander Investment and Citi, programming for the U.S. in the SEC-registered equity television network Univision . ICA: offering of ICA o Representation of Citigroup, o Representation of Barclays, o Representation of Citigroup Deutsche Bank, HSBC Credit Suisse, Deutsche Bank, Global Markets Inc. and the and Morgan Stanley as Morgan Stanley and Bank of other underwriters in the underwriters in connection with America Merrill Lynch in the issuance by ICA of US$535 an SEC registered issuance of offering of US$700 million of million of new shares locally in a debt securities of Televisa. The 8.875% 10 year bonds by ICA, public offering and in the United several times oversubscribed one of the largest infrastructure States in an SEC registered offering involved the issuance companies in Latin America. offering of Ps. 6.5 billion of 7.25% Approximately US$200 million Peso-denominated Senior of the offering will be used to o Representation of lead Notes due 2043, Payable in fund the cash tender offer for manager Citigroup and co- 14 | Mexican Pesos, pursuant to a ICA’s outstanding bonds. Paul manager Merrill Lynch & Co. in registration statement filed with Hastings also acted as counsel connection with a global equity the SEC. We understand from to Credit Suisse and Deutsche offering by ICA of US$230 the parties to the transaction Bank as dealer managers in the million of common stock in a that this was the lowest coupon tender offer public offering in Mexico and in ever for a 30-year note in local a private offering to institutions currency by any corporate o Representation of Bank in the United States of America Merrill Lynch, issuer in Latin America Deutsche Bank, and Goldman o Representation of the dealer o Representation of Credit Sachs in the issuance of in a Rule 144A/Regulation S Suisse as sole bookrunner in a US$350 million of senior commercial paper facility of US$600 million bond issue by guaranteed notes by ICA in an US$150 million issued by ICA Televisa international offering under Rule . : Paul Hastings lawyers 144A/Regulation S Televisa o Representation of the initial have acted as designated purchasers in Televisa’s 4.5 o Representation of Bank of underwriters’ counsel for all of billion peso note (approximately America Merrill Lynch, Morgan Televisa’s debt offerings: US$412 million) offering in Stanley and Santander in the o Representation of Credit global debt markets. This issuance of US$400 million Suisse, Deutsche Bank and landmark 30-year note was of senior notes, and in the HSBC Securities in the SEC the longest dated peso- US$100 million reopening, by registered offering of US$1 denominated debt security ever ICA in an international offering billion of 5% 30 year bonds issued by a Mexican company under Rule 144A/Regulation S in the international markets

PAUL HASTINGS o Representation of HSBC registered secondary offering million 13% Senior Notes due 2014 Securities (USA) Inc. and JP by Aeroinvest of shares of OMA. underwritten by Credit Suisse Morgan as the initial purchasers OMA, which is listed on NASDAQ and Merrill Lynch & Co., and in in the issuance by Televisa of (OMAB) and the Mexican Stock the US$30 million reopening US$500 million of securities in Exchange (OMA), operates, of the 2014 senior notes. Also a ten-year notes offering maintains and develops 13 airports representation of Casas Javer in in Mexico, concentrated in the its related exchange offer and new o Representation of Credit Suisse country’s central and northern money offering of over US$250 First Boston and Citigroup in regions, including Monterrey. The million in the aggregate of new connection with the offering shares and ADRs were sold by Senior Notes due 2021 and in under Rule 144A/Regulation S a subsidiary of ICA, the largest the US$50 million reopening by Televisa of US$200 million of infrastructure company in Mexico of the 2021 Senior Notes. Also senior notes representation of Casas Javer in . Petrotemex: Representation o Representation of Credit Suisse multiple syndicated bank financings of Petrotemex, a subsidiary of in excess of US$250 million First Boston and Citigroup in Mexico’s largest petrochemical connection with the offering company, Alpek, in its cash tender . Grupo Papelero Scribe: under Rule 144A/Regulation S offer for US$275 million, and Representation of Grupo Papelero by Televisa of US$400 million of consent solicitation to amend the Scribe, the largest producer of | 15 senior notes provisions of Petrotemex’s 9.5% notebooks and printing and writing o Representation, as U.S. Senior Notes due 2014, issued in paper in Mexico, in its offering of counsel, of the initial 2009 US$300 million aggregate principal purchasers in a Rule 144A/ amount of 8.875% Notes, and the . Banorte: Representation consent solicitation thereunder in Regulation S offering of Banorte, a Mexican financial US$400 million of Medium connection with Scribe’s sale to services company and its selling Bio Pappel Term Notes issued by Televisa shareholder, Gruma, in an o Representation, as U.S. international secondary offering of . Promotora Ambiental (PASA): counsel, of the initial Banorte common shares by the Representation of the international purchasers in connection selling shareholder. The US$762 placement agents for the with the offering by Televisa million offering was conducted as international tranche in the offering of US$600 million aggregate a public offering on the Mexican of US$100 million of common principal amount of its 6.625% Stock Exchange and a Rule 144A/ shares in an initial public offering in Senior Notes due 2040 Regulation S offering in the United Mexico. PASA is a leading waste States and internationally and was management firm . Grupo Aeroportuario the largest Mexican equity offering . : Representation of del Centro Norte (OMA): in 2011 Casa Cuervo Representation of BofA Merill Citibank as lender in connection Lynch (Global Coordinator), BBVA, . Casas Javer: Representation with the US$240 million bilateral Santander, Barclays and Morgan of Casas Javer, one of the largest facility for Casa Cuervo, a Stanley as Joint Bookrunners housing development companies Mexican company and the leading in connection with the SEC in Mexico, in a Rule 144A/ manufacturer and distributor of Regulation S offering of US$180 tequila

Experience Across Latin America Experience in Mexico (cont’d)

. Mabe: the dealer manager in the 9.75% senior notes due 2017 tender offer, in the issuance by pursuant to a reopening under o Representation of Mabe, Durango, a major Latin American Rule 144A/Regulation S a Mexican manufacturer paper producer, of US$520 and distributor of white line . : million of high yield bonds in an Grupo Senda Autotransporte products, in connection Representation of Credit Suisse, international offering under Rule with its offer to exchange its the underwriter of the offering, 144A/Regulation S. Concurrent 6.500% Senior Guaranteed in connection with the issuance with the offering, Durango also Notes due 2015 for its 7.875% by Grupo Senda Autotransporte, successfully completed a tender Senior Guaranteed Notes due the largest bus transportation offer for its outstanding US$433.8 2019 and the related consent company in Mexico, of US$150 million Series B step-up rate senior solicitation. The transaction million of secured high yield bonds secured guaranteed notes due involved the issuance of in an international offering under 2012 approximately US$130 million Rule 144A/Regulation S in aggregate principal amount . KUO: of 2019 Notes in exchange for . Simec: Representation of tendered 2015 Notes pursuant o Representation of the initial Citigroup Global Markets, Inc. and to a reopening of the series. purchasers in connection with Morgan Stanley Incorporated in an international issuance of the US$217 million SEC-registered 16 | Also, representation of Mabe in its consent solicitation debt securities by Kuo, one offering of common shares of for the amendment of the of the largest conglomerates Simec. The offering consisted of indenture governing the notes in Mexico. The transaction ADSs listed on the American Stock due 2019 in connection with involved the issuance of Exchange and Series B shares the purchase of Mabe by US$325 million of 6.25% Senior listed on the Bolsa in Mexico Notes due 2022 pursuant to AB Electrolux of GE’s Major . Gruma: Appliances Division Rule 144A and Regulation S coupled with a cash tender o Representation of Gruma, the o Representation of Mabe in offer for the company’s existing world’s largest tortilla and corn connection with its offering senior notes flour producer, in its US$400 of US$350 million aggregate million international bond o Representation of Citi and principal amount of its 7.875% offering and the redemption Credit Suisse, as joint Senior Notes due 2019 of likely the only corporate bookrunners and joint lead perpetual bond ever issued in o Representation of Mabe in managers, in the issuance by Mexico. The notes were issued connection with its inaugural Kuo of US$200 million of 9.75% pursuant to Rule 144A and international securities offering Senior Notes due 2017 in an Regulation S in a more than under Rule 144A/Regulation international offering under Rule seven times oversubscribed S of US$200 million of Senior 144A/Regulation S Guaranteed Notes due 2015 offering o Representation of Credit Suisse o Representation of Gruma in its . Durango: Representation of in connection with the offering US$300 million perpetual bond Merrill Lynch, the sole bookrunning by Kuo of US$50 million offering. This transaction was manager of the offering and aggregate principal amount of the first perpetual bond deal

PAUL HASTINGS ever completed by a corporate glass manufacturer in Mexico, and issuer in any market. The deal one of the largest in the world, was named “International backed by more than 100 years of Corporate Bond of the Year” by experience in the industry Latin Finance Magazine . Consorcio ARA: Representation o Representation of Gruma of Consorcio ARA, a Mexican in connection with an SEC- housing company in its Rule 144A/ registered offering of 21 million Regulation S US$230 million shares of common stock. secondary stock offering Gruma is one of the world’s . : leading tortilla and corn flour URBI producers o Representation of URBI in connection with its offering of . Banorte: US$500 million of its 9.75% o Representation of the largest Senior Notes due 2022 non-foreign owned bank o Representation of URBI in in Mexico in its Rule 144A/ connection with its offering Regulation S offering of | 17 of US$300 million of its 9.5% US$600 million of Tier 1 and Senior Notes due 2020 Tier 2 capital securities. This was the largest offering of o Representation of URBI in its capital securities by a Mexican issuance of US$280 million in bank a global equity offering under Rule 144A/Regulation S o Representation of Banorte in its Rule 144A/Regulation o Representation of URBI in its S offering of US$300 million inaugural high yield offering of senior notes US$200 million of Notes

. Hipotecaria Su Casita: . Controladora Comercial Representation of the largest Mexicana (CCM): mortgage bank in Mexico in its inaugural placement of US$150 o Representation of lead million high yield bonds in a Rule manager Merrill Lynch in 144A/Regulation S offering structuring and closing the issuance by Mexican retailer . Vitro: Representation of Vitro in CCM, a leading Mexican its US$1 billion offering of high supermarket chain, of three yield securities, the largest high billion pesos (US$271 million) of yield securities offering ever out securities in a “EuroPeso” 20- of Latin America. Headquartered year high yield notes offering in Monterrey, Vitro is the leading

Experience Across Latin America Experience in Mexico (cont’d)

o Representation of Citicorp . Famsa: Bank Financings Securities, Inc. in a US$130 o Representation of Famsa, a million offering of senior notes . Sigma Alimentos: leading company in the Mexican by CCM pursuant to Rule Representation of Sigma retail and finance sectors, in 144A/Regulation S Alimentos, the largest producer connection with its international and distributor of refrigerated . Industrias Unidas: issuance of high-yield debt and frozen food in Mexico, in a Representation of Industrias securities. The offering was US$1 billion term loan from The Unidas, one of the largest underwritten by Credit Suisse Bank of Tokyo-Mitsubishi UFJ, diversified manufacturing and Citigroup and involved the Ltd., as Administrative Agent, conglomerates in Mexico, in its issuance of US$250 million of Lead Arranger and Bookrunner. inaugural U.S. securities offering of 7.250% Senior Notes due 2020 The proceeds were used for an US$200 million high yield notes pursuant to Rule 144A and acquisition financing Regulation S. This transaction . Homex: marks the first international notes . Nemak: offering by Famsa since 2010 o Representation of Homex, in o Representation of Nemak, a US$400 million Rule 144A/ o Representation of Famsa in the a Mexico-based company Regulation S offering of 9.75% issuance of US$200 million of engaged primarily in the 18 | Senior Guaranteed Notes due 11% senior notes due 2015 in production of aluminum engine 2020 by Homex an international offering under blocks, cylinder heads and transmission components, o Representation of Homex, in Rule 144A/Regulation S in a US$465 million senior a US$250 million Rule 144A/ . GEO: Representation of Morgan unsecured loan from BBVA Regulation S offering of 9.5% Stanley, Citi and Santander in the Securities Inc., Citigroup Global Senior Guaranteed Notes due issuance of US$250 million of high Markets., Inc., HSBC Securities 2019 by Homex yield bonds by GEO, the largest (USA) Inc., Santander o Representation of Homex, in homebuilder in Mexico in terms of Investment Securities Inc., and a US$250 million Rule 144A/ revenues, in an international offering Citibank, N.A. Regulation S offering of 7.5% under Rule 144A/Regulation S o Representation of Nemak, Senior Guaranteed Notes due . Petrotemex: Representation in a US$215 million senior 2015 by Homex of Credit Suisse and HSBC as unsecured term loan facility . SARE Holding: Representation of joint lead arrangers in connection . Grupo Senda Autotransportes: Banco Bilbao Vizcaya Argentaria with a US$600 million loan to Representation of Grupo Senda and Santander Investment Petrotemex one of Mexico’s leading Autotransporte, a Monterrey, Securities Inc. in the offering of chemical companies, to fund its Mexico based company and approximately 62 million shares of acquisition of Eastman Chemical’s one of the largest providers of common stock of SARE Holding polyethylene terephthalate (PET) transportation services in Mexico pursuant to Regulation S business in the US in a Mexican peso 2.5 billion

PAUL HASTINGS senior secured dual facility/dual . Metalsa: . URBI: Representation of URBI, in currency financing. The financing multiple bank financings in excess o Representation of Metalsa, consisted of a peso denominated of US$900 million one of the world’s largest Mexican law governed senior manufacturers of structural . Lamosa: Representation of secured syndicated facility with components for the automotive Lamosa, in multiple bank financings a group of Mexican lenders industry in a US$120 million in excess of US$600 million and a US dollar denominated bilateral loan with the Canadian New York law governed senior . Casas Javer: Representation Development Bank EDC secured facility with a group of of Casas Javer, in multiple bank non-Mexican lenders. The two o Representation of Metalsa in a financings in excess of US$250 facilities will share in the same US$150 million syndicated loan million collateral and an intercreditor with Bank of America Merrill agreement was entered into Lynch Structured Finance and effectively linking the two facilities Securitization and defining the lenders’ rights . Mabe: Representation of Mabe, to the collateral. BBVA Bancomer a Mexican manufacturer and . GMAC-REC: Representation acted as administrative agent on distributor of white line products, in of GMAC-RFC on the first true the US facility. Banorte and BBVA a US$150 million senior unsecured securitization of mortgages in Bancomer acted as structuring term loan facility the Mexican capital market, in | 19 agent and administrative agent for which a trust issued a program . Gruma: Representation of Gruma, the Mexican bank syndicate on the of certificados bursátiles in the the world’s largest tortilla maker, in Mexican facility. BBVA Bancomer local Mexican markets in a Reg obtaining an unsecured US$300 acted as intercreditor agent S transaction. Before the transfer million 1-year term bridge loan with to the trust (made possible by . BBVA Securities: Representation Goldman Sachs Bank, USA, Banco a change in Mexican law), the of BBVA Securities as the Santander (México), Institución de mortgages ran in favor of the mandated lead arranger for a Banca Múltiple, Grupo Financiero two Mexican mortgage banks US$150 million financing facility for Santander México, and certain (“Sofoles”): GMAC-Hipotecaria, Corporación San Luis other financial institutions a GMAC-RFC subsidiary, and SuCasita . Alpha Credit: Representation of . Cambridge-Lee Industries Alpha Credit, a Mexican non-bank (CLI): Representation of CLI, a US . GEO: Representation of GEO in financial institution and payroll subsidiary of Industrias Unidas, in connection with the offering of lender, in an innovative secured a US$135 million ABL revolving US$160 million 9.625% Notes due lending structure that opened up credit facility and term loan 2021 pursuant to a securitization a key source of funding to this arrangement . Homex: Representation of Homex, institution, which does not accept in multiple bank financings in deposits excess of US$800 million

Experience Across Latin America Experience in Mexico (cont’d)

. Hipotecaria Su Casita: 11 bankruptcy plan in Delaware. . Gruma: Representation of Gruma, Representation of Hipotecaria Su The U.S. bankruptcy filing was the largest tortilla company in Casita on the first cross-border needed to compel all of the the world, in connection with the Mexican residential mortgage holders of Maxcom’s internationally restructuring of approximately securitization, in which a trust is traded bonds to agree to the US$900 million of its foreign ex- issuing two classes of Notes, the terms of the restructuring (after a change swap counterparty obli- US$232.5 million Class A Insured previous exchange offer attempt gations as well as approximately Residential Mortgage-Backed had not achieved a sufficiently US$500 million of commercial bank Floating Rate Notes due 2035 and high participation rate from the loans and other obligations. The the Peso 226.5 million Class B bondholders). In the restructuring, Gruma restructuring was named UDI-Indexed Residential Mortgage- Maxcom’s existing bondholders the “Restructuring Deal of the Year Backed 6.47% Notes due 2035, were issued new secured bonds. 2009” by Latin Lawyer in a Rule 144A/Regulation S The takeover was accomplished transaction. This is a wrapped through a simultaneous public . Industrias Unidas: Representa- deal in which the monoline, MBIA tender offer for the shares of tion of Industrias Unidas, one of Insurance Corporation, is insuring Maxcom in Mexico and an SEC- the largest diversified manufactur- the Class A Notes registered tender offer in the U.S., ing conglomerates in Mexico, in that needed to be coordinated with connection with the restructuring of . : 20 | Petróleos Mexicanos (Pemex) the Chapter 11 process in order over US$340 million of its long-term Representation of Pemex, the to close almost simultaneously. consolidated indebtedness, includ- national oil company of Mexico, Through the related transactions, ing U.S. bankruptcy proceedings and Pemex Finance in connection Maxcom accomplished a involving two of its subsidiaries. with its oil receivables-backed recapitalization and debt This was the only large successful Regulation S/Rule 144A multi- restructuring that was expected restructuring of defaulted securities billion U.S. dollar notes offerings. to significantly reduce Maxcom’s in Mexico in 2011, and the first time These notes were subsequently debt service expense and position Section 1145 of the U.S. bank- registered with the SEC pursuant to Maxcom for growth with a US$45 ruptcy code was used to provide exchangeable notes offerings million capital infusion from Ventura creditors in different classes from around the world the benefit of get- Restructurings . Axtel: Representation of ting freely transferable restructured Citigroup and Credit Suisse as . Maxcom: Representation of a securities, while exempt from SEC dealer managers in connection private equity firm Ventura in its registration with a US$350 million exchange successful takeover of Maxcom, a offer by a subsidiary of Mexican . Vitro: Representation of Vitro in re- facilities-based telecommunications telecommunication company, Axtel. cent debt restructuring. Headquar- provider. The takeover, led by This was a successful use of the tered in Monterrey, Vitro is the lead- Ventura on behalf of a group capital markets to accomplish a ing glass manufacturer in Mexico, of investors, was conditioned restructuring of Axtel’s existing high and one of the largest in the world, on a complete reorganization yield bonds backed by more than 100 years of of Maxcom’s capital structure experience in the industry which was accomplished by the filing of a prepackaged Chapter

PAUL HASTINGS . Grupo México: . Satélites Mexicanos: Represen- Power Financing of the Year” by tation of the creditors’ committee LatinFinance 2013 o Representation of Grupo México in the US$650 million cross-border and its subsidiary, American restructuring by Satmex, one of . Minera y Metalurgica del Boleo Mining Corporation, in secur- Mexico’s leading satellite service S.A. de C.V.: Representation of ing a US$1.5 billion financing to providers. This innovative, com- Minera y Metalurgica del Boleo consummate its plan of reorga- prehensive restructuring process on the original financing and the nization for its U.S. copper unit, took several years to complete restructuring of the US$858 million ASARCO LLC. The consumma- due to its cross-border nature greenfield Boleo mining project in tion of this plan brought ASAR- (Mexican company with U.S. debt Baja, Mexico CO out of Chapter 11 bankruptcy and equity holders), equity struc- . SMBC, Mizuho Bank, Ltd., protection and reunited it with ture (23% owned by the Mexican NADBank and NAFIN: its parent company. ASARCO’s government), and a reliance on Representation of SMBC, Mizuho emergence from bankruptcy also concessions from the Mexican Bank, Ltd., NADBank and NAFIN brought an end to more than four Government and Mexican regula- in the financing of a 155MW wind years of heavily litigated bank- tors for the continued operation of farm and associated transmission ruptcy proceedings. In addition its business line in the Sierra Juarez Mountains to securing the US$1.5 billion of Baja California, Mexico, which loan, Paul Hastings lawyers rep- . Hipotecaria Su Casita: | 21 will sell energy cross-border into resented Grupo México/AMC in the U.S. securing a US$280 million credit o Representation of various facility, which will go to asbestos hedge funds in the financial . BNPP: Representation of BNPP claimants, and in the transfer of restructuring of Su Casita, a as lead arranger in its refinancing numerous real estate and other Mexican financial institution of the TEG (a 260MW (gross) pet assets into several environmental coke-fired, “self-generation” facility o Representation of various and other trusts in Mexico) debt hedge funds in regularly o Representation of Grupo analyzing distressed bond and . Calyon: Representation of Calyon México and its subsidiary, bank loan investing as lead arranger in its refinancing Minera Mexico, in the US$4.2 of the TEP (a 260MW (gross) pet billion merger of its Mexican Project Finance coke-fired, “self-generation” facility and Peruvian operations to turn in Mexico) debt Southern Copper Corporation . Grupo México and México . Grupo México: Representation into the world’s No. 2 copper Generadora de Energía (MGE): of Grupo México on its tender company by reserves and Representation of Grupo México process for the development of market capitalization. The merger and MGE in the US$575 million a 450MW coal-fired greenfield was the second largest M&A 5.50% Senior Secured Notes Due power plant in Mexico deal in Mexico to date, created 2032 Rule 144A project-bond to finance the construction of the largest NYSE listed Latin . Project sponsors: Representation 500MW combined-cycle, gas-fired American asset based mining of the Project Sponsors on the electrical power facilities in Mexico. company and was named 1000MW Tamazunchale bid This project was named “Best “Restructuring Deal of the Year” sponsored by CFE in Mexico

Experience Across Latin America Experience in Mexico (cont’d)

. NAD Bank, Banco Santander, o Representation of InterGen 144A and regulation S and raised Bancomext, Banobras and Services in the US$88 million approximately US$200 million. The NAFIN: Representation of acquisition of the interests in the proceeds will be used to repay NAD Bank, Banco Santander, Libramiento natural gas pipeline debt and for corporate purposes Bancomext, Banobras and NAFIN and compression project located in the integrated 252MW (total) in Mexico . Nexxus Capital: Representation Ventikas I and II wind farms with of Nexxus Capital, the largest a capital cost of US$650 million, o Representation of InterGen Mexican owned private equity located in General Bravo, Nuevo Services in the acquisition firm in Mexico, in fund formation León, Mexico of AEP’s interest in the Bajio matters as well as with several Power Project in Mexico international investment and . Enagás: Representation of private equity transactions Enagás in connection with a recent o Representation of a major bid to develop and finance a gas German commercial bank . Artha Capital: Representation pipeline in Mexico in connection with the of Artha Capital, a Mexican amendment to loan financing private equity firm specializing . InterGen Services: of a PET plant in Mexico, in investments in real estate and regarding a polyethylene film infrastructure projects, in several o Representation of InterGen production in Mexico international investment and 22 | Services in raising US$3.4 private equity transactions billion in multi-currency debt . Urbi: Representation of URBI and revolving credit facilities to in US$105 Million Loan from . Invercap: Representation of refinance its debt at the parent International Finance Corp., a Invercap in a refinancing of all of company level and repay project- World Bank Group institution its US dollar debt and in the sale level debt associated with certain that assists the private sector, to of a strategic interest to Advent of its power plants in the United support Urbi in the development International. Eton Park, an Kingdom and Mexico. This of sustainable housing projects in anchor investor in Advent, sold was awarded “European High- Mexico down its interest consistent with Yield Bond of the Year 2007” its investment strategy in Latin by International Financial Law Private Equity/Fund America, as Advent entered Review Formation Anti-corruption and FCPA o Representation of InterGen . Credito Real: Representation Services in connection with of Credito Real, a Mexico-based . Representation of a large an acquisition financing for consumer lender, in completing insurance company in an TransAlta Corporation’s 511 MW its initial public offering on the investigation regarding potential Mexico portfolio, which included Mexican Stock Exchange. It anti-corruption violations in Mexico two gas/diesel combined cycle is one of rare exits of private gas plants. This was awarded . Representation of two equity investor- Nexxus Capital- “Latin American Power Deal pharmaceutical entities in from a portfolio company of the Year 2008” by Project investigations regarding potential investment. The IPO was sold Finance Magazine anti-corruption violations in Mexico internationally pursuant to Rule

PAUL HASTINGS International Dispute o Hotel Continental Plaza in Playa Resolution del Carmen, Mexico; Ixtapa, Mexico; and Cancun, Mexico . Representation of a major international insurer in coverage o Hotel Sierra in Cancun, Mexico; dispute against a U.S. company Manzanillo, Mexico; and Nuevo concerning investments in Mexico. Vallarta, Mexico The dispute is pending before the o Hotel Plaza Las Glorias in American Arbitration Association’s Cozumel, Mexico and Cabo International Centre for Dispute San Lucas, Mexico Resolution Real Estate and Hospitality

. Buildings, developments, and projects in Mexico we have worked on include:

o Las Ventanas Hotel in Cabo | 23 San Lucas, Mexico

o Four Seasons Hotel & Resort, Residential & Golf Development in Cabo San Lucas, Mexico

o Hilton Hotel & Timeshare in Cabo San Lucas, Mexico

o Querencia Golf Course & Residential Development in Cabo San Lucas, Mexico

o Aman Hotel & Resort in Sea of Cortez, Mexico

o Gran Melia Hotel & Resort in Cancun, Mexico; Puerto Vallarta, Mexico; and Puerto Rico

o Legato in Sea of Cortez

o Bay of Dreams, Sea of Cortez

Experience Across Latin America Experience in Brazil

We are dedicated to providing the bond offerings, perpetual securities n Qualicorp: Representation of most responsive service and highest offerings, subordinated bond offerings Qualicorp in connection with quality legal advice to our clients. and Medium Term Note programs. establishing and registering its Our lawyers have been among Level One ADR program with the the most active in the capital and Our lawyers’ equity and debt SEC financial markets in Latin America. experience in Brazil includes: n TAESA: Representation of TAESA, The breadth and size of our firm n GVT and its subsidiary enables us to access geographic, one of the largest private Brazilian Global Village Telecom groups dedicated exclusively to industry and product knowledge Ltda.: Representation of quickly and efficiently. Our lawyers electricity transmitting activities a leading facilities-based in Brazil, in terms of revenue, in are consistently ranked by Thomson telecommunications and internet its US$876 million “re-IPO” of Financial, The American Lawyer, IFLR solutions provider in Brazil its Units. The deal is the second 1000 and Chambers as among the on a series of recapitalization leading legal advisors to underwriters largest equity offering out of Brazil transactions culminating in its in 2012 and issuers of equity, equity-related US$447 million initial public equity and debt securities. offering placed and listed in Brazil n Magazine Luiza: Representation Focus on Brazil and offered outside Brazil pursuant of Banco Itaú BBA, BTG Pactual, to Rule 144A or Reg S BB Investimentos, Barclays 24 | We are committed to expanding the Capital, Raymond James and n firm’s global reach into Brazil in the Vale: Representation of Vale on its Santander in the initial public short term. We are taking steps to sale, through an Austrian wholly- offering of Magazine Luiza, one of expand our corporate and capital owned subsidiary, of all of its the largest household appliance markets practice in Brazil and expect equity interest in Norsk Hydro ASA retail chains in Brazil to have a fully staffed office there in through a Rule 144A/Regulation S n the near future. accelerated book-build block trade Brasil Brokers: Representation for approximately US$1.822 billion of Brasil Brokers, one of the Equity and Debt Capital largest real estate brokerage and n Markets Deals Samarco Mineração: consulting companies in Brazil, in Representation of Samarco a follow-on equity offering of the Paul Hastings lawyers have been Mineração on numerous company’s shares involved in a wide variety of debt transactions, including on its debut and equity offerings in Brazil. The international issuance of US$1 n Direcional Engenharia: transactions our lawyers have worked billion 144A/Regulation S 4.125% Representation of Banco Itaú BBA, on include initial public offerings, Notes due 2022; and on its issue Santander, BofA Merrill Lynch and follow-on offerings, first-time debt of US$700 million Rule 144A/ BTG Pactual in a follow-on equity offerings, Tier II capital bond offerings, Regulation S offering of 5.95% offering of the shares of Direcional high-yield bond offerings, hybrid Notes due 2023 Engenharia, one of the largest real estate development and

PAUL HASTINGS n Energisa: Representation of BofA construction companies in Brazil real denominated notes and one Merrill Lynch, Morgan Stanley in the low-income, large-scale being U.S. dollar denominated and Santander in a Rule 144A/ development segment notes, in the total amount of Regulation S offering of perpetual US$2.1 billion n Copersucar: Representation of hybrid notes (the first of its kind by Copersucar, one of the largest n Coelba: Representation of a Brazilian company) of Energisa, integrated sugar and ethanol BB Securities, BNP Paribas an integrated electricity supply and trading companies in the world and Itaú BBA in a Rule 144A/ distribution company in Brazil, in and a leader in the sugar-energy Regulation S offering of Brazilian the amount of US$200 million sector in Brazil, in a proposed real-denominated senior notes n Fibria: Representation of the initial initial public offering of its shares due 2018 of Coelba, the largest purchasers in three Rule 144A/ (the transaction has not closed) electricity distribution company Regulation S notes offerings of in the state of Bahia, Brazil, in the n Fibria, the world’s largest producer Marfrig: Representation of Merrill amount of US$400 million Lynch, ABN AMRO and Bradesco of market pulp, in the total amount in the initial public offering of shares of Marfrig, a multinational food products company n Companhia Energética | 25 de Minas Gerais (CEMIG): Representation of CEMIG, the largest integrated concessionaire of electric power generation, transmission and distribution in Brazil, in connection with several securities offerings, including its initial Rule 144A equity offering and the SEC registration and NYSE listing of its common and preferred stock n Brasil Telecom: Representation of the initial purchasers in two Rule 144A/Regulation S notes offerings of Brasil Telecom, the largest integrated telecommunication service provider in Region II in Brazil based on the total number of fixed lines in service and mobile subscribers, one being Brazilian

Experience Across Latin America Experience in Brazil (cont’d)

of US$2.5 billion. Concurrent with o Representation of the initial one of its bond offerings, Fibria purchasers in several Rule also completed an exchange 144A/Regulation S notes offer and consent solicitation, offerings as part of the Medium exchanging over US$900 million Term Note Program of Banco of its outstanding notes due 2019 Votorantim, including Brazilian for new senior notes due 2020, real-denominated notes, in which Paul Hastings lawyers inflation-indexed notes and represented the dealer managers step-up notes

n Oi: Representation of the initial n Cimento Tupi: Representation of purchasers in three Rule 144A/ BofA Merrill Lynch in a Rule 144A/ Regulation S notes offerings Regulation S offering of senior of Oi, the largest integrated notes due 2018 of Cimento Tupi, a telecommunication service producer and distributor of cement provider in Brazil based on total in Brazil, in the amount of US$100 number of fixed lines in service million and mobile subscribers, two being n Banco Bonsucesso: 26 | U.S. dollar denominated notes and one being Euro denominated Representation of Banco notes, in the total amount of Bonsucesso, one of the leading US$2.75 billion. Concurrent with mid-sized banks in Brazil, in terms one of its bond offerings, Oi also of volume of payroll deductible completed an exchange offer and loans originated, in a Rule consent solicitation, exchanging 144A/Regulation S offering of over US$600 million of outstanding subordinated notes due 2020 (Tier senior notes due 2019 for new 2 Capital) in the amount of US$125 senior notes due 2020, in which million

Paul Hastings lawyers represented n Marfrig: Representation of Merrill the dealer managers Lynch in a Rule 144A/Regulation S offering of senior notes due 2016 . Banco Votorantim: of Marfrig in the amount of US$375 o Representation of the initial million purchasers in two Rule 144A/ n Regulation S offerings of Grupo Rede: Representation subordinated notes due 2020 of Merrill Lynch in two Rule (Tier 2 Capital) of Banco 144A/Regulation S perpetual Votorantim, the seventh largest notes offering of Grupo Rede, bank in Brazil in terms of a company engaged in the total assets and part of the distribution, generation and trading Votorantim Group, in the total of electricity in Brazil, in the total amount of US$1.15 billion amount of US$575 million

PAUL HASTINGS n Banco Bradesco: Representation n Paladin Capital: Representation listing of HDRs on the Hong Kong of Merrill Lynch in connection of Paladin Capital in its investment Stock Exchange. This transaction with a Rule 144A/Regulation in the development of an ethanol was awarded “Equity Deal of S offering of US$300 million production facility in Taquarituba the Year 2011” by International of Perpetual Non-Cumulative Financial Law Review and was n Junior Subordinated Securities SIAL: Representation of SIAL, also commended as one of the by Banco Bradesco, one of the the global food marketplace, in “Most Innovative Corporate Law largest private banks in Brazil. connection with a joint venture Deals 2011” in the Financial Times The Banco Bradesco offering was with Brazil Trade Shows US Innovative Lawyers Report the first perpetual bond issued by 2011 n Laureate Education: a Brazilian entity, the first non- Representation of Laureate investment grade rated Tier I bond, Mergers and Acquisitions Education in connection with its the first non-investment grade acquisition of private universities Paul Hastings lawyers have extensive rated perpetual bond and the first in Brazil Tier I perpetual bond issued out of experience and involvement in M&A, Brazil or any emerging market leveraged buyouts and other forms of n The Sage Group plc: business combinations, acquisitions Representation of The Sage Group n Banespa: Representation of and divestitures. plc, an international software Merrill Lynch in connection with a provider, in the acquisition of the Our lawyers’ M&A experience in Brazil | 27 Rule 144A/Regulation S offering of Folhamatic Group US$500 million of Perpetual Non- includes: Cumulative Junior Subordinated Project Finance/ n Companhia Energética Securities by Banespa (now a de Minas Gerais (CEMIG): Restructurings subsidiary of Santander) Representation of CEMIG, the n Itaú Unibanco and Bradesco: largest integrated concessionaire n Unibanco: Representation Representation of Itaú Unibanco of Merrill Lynch and UBS in of electric power generation, and Bradesco as third-lien connection with a Rule 144A/ transmission and distribution creditors in the US$553 million Regulation S offering of US$500 in Brazil, in connection with the restructuring of the Porto Sudeste million of Perpetual Non- acquisition of a controlling interest debt in connection with Mubadala Cumulative Junior Subordinated in Light, the electric utility serving and Trafigura’s acquisition of a Securities by Unibanco (now part Rio de Janeiro controlling stake in the “Superport” of Banco Itaú) in Brazil from Eike Batista’s MMX n CVC: Representation of CVC Mineracao & Metalicos SA. The in connection with the sale of n Vale: Representation of JP restructuring involved BNDES as its equity interest in a Brazilian Morgan as the sponsor in the first-lien creditor and Compañía company operating port terminals secondary listing of Hong Kong Española de Seguros de Crédito Depositary Receipts (HDRs) of n Hitachi Construction a la Exportación (CESCE, the Vale, the second-largest diversified Machinery: Representation of Spanish ECA) and a group of mining company in the world by Hitachi Construction Machinery commercial banks as second-lien market capitalization, on the Main in its joint venture with Deere to creditors. This deal was awarded Board of the Hong Kong Stock launch an excavator manufacturing “Americas Deal of the Year” by Exchange. This was the first-ever and distribution business in Brazil Trade Finance Magazine

Experience Across Latin America Experience in Brazil (cont’d)

. Odebrecht Óleo e Gás: Energia), in the US$1.59 billion plant next to the port of Pecém, in project financing of a 720MW coal- Fortaleza, State of Ceará, and a o Representation of Odebrecht fired thermal power plant next to the 360MW coal-fired thermal power Óleo e Gás in connection port of Pecem, in Fortaleza, State plant next to the port of Itaqui, in with its US$112 million equity of Ceará, Brazil, with financing from São Luis, State of Maranhão, Brazil investment in, and the US$488 IDB and BNDES as well as B Loan million debt restructuring of, n commercial bank lenders. This deal Camargo Correa and Andrade Delba Drilling International : Representation of was awarded “Latin America Power Gutierrez Coöperatie, U.A., which holds Camargo Correa and Andrade Deal of the Year” by Project Finance the rights to own and operate a Gutierrez as sponsors in connection Magazine 2009 and “Americas Deal state-of-the art ultra-deepwater with the US$115 million financing of the Year” by IFLR 2009 offshore semi-submersible by IFC of the Dutra toll road in São drilling rig, capable of drilling in n BNDES, Caixa Econômica Paulo, Brazil the offshore Brazilian pre-salt Federal, UK Export Finance n : Representation and SMBC: Representation of the Deutsche Bank o Representation of Odebrecht senior lenders in the Sete drillship of Deutsche Bank in a transaction Óleo e Gás in the structuring of project, an approximately US$18 with Petrobras involving a gas-fired its joint venture with Teekay and billion project financing of 21 ultra power plant in Brazil the subsequent US$300 million 28 | deepwater drill ships to be leased n project financing of FPSO MPX: Representation of MPX in the by Petrobras S.A. for use offshore Cidade de Itajaí for charter to negotiation and documentation of Brazil Petrobras EPC contracts for a 360MW coal- fired power station in Brazil n Energias do Brasil and MPX n Porto do Pecém Geração de Energia: Representation of n Sponsor: Representation of the Energia: Representation of a Energias do Brasil and MPX Energia sponsor in the issue of US$500 project company, and its sponsors in the EPC contracts to build a million of secured bonds in the (Energias do Brasil and MPX 720MW coal-fired thermal power

PAUL HASTINGS Norwegian high yield debt market, Private Equity/Fund and backed by the corporate Formation guarantee of OSX Brazil, in relation to the construction of the OSX- n Sobel Holdings: Representation 3 FPSO Project, installed in the of Sobel Holdings in the creation of Campos Basin, Rio de Janeiro, a Brazilian investment business Brazil n TIAA-CREF: Representation of n A major Brazilian oil and gas TIAA-CREF, a leading U.S. financial company: Representation of services provider, in the structuring a major Brazilian oil and gas of TIAA-CREF Global Agriculture company in connection with LLC. The company, comprising its ongoing participation as a TIAA and several international shareholder together with Sete institutional investors, has total Brasil Participaçães in five special- commitments of US$2 billion to purpose project companies, each to invest in farmland in the U.S., own one drill ship to be constructed Australia, and Brazil and leased to Petrobras. Our client Anti-corruption and FCPA will also operate the drill ships and | 29 manage their construction n Representation of a large technology company in n Representation of Japan Bank for investigations regarding potential International Cooperation and anti-corruption violations in Brazil The Bank of Tokyo Mitsubishi

UFJ in their loan to Brazil-based n Representation of two UNIGAL Ltd. for the construction pharmaceutical entities in and operation of facilities for the investigations regarding potential production of hot-dipped galvanized anti-corruption violations in Brazil steel products n Eni: Representation of Eni in the negotiation of exploration and production sharing agreements, concession agreements, joint operating agreements and other oil and gas contracts in connection with Eni’s investments in South America (Argentina, Brazil, and Ecuador), and various other countries

Experience Across Latin America Experience in Other Latin American Countries and the Caribbean

Paul Hastings lawyers have been o The issuance of US$1 billion active in virtually every Latin American of its 7.125% U.S. Dollar- country. We have been involved in denominated SEC-registered some of the largest and most complex Global Bonds due 2019 cross-border transactions affecting the region. Many of them have been firsts . Telefonica Celular del of their kind. Paraguay: Representation of Morgan Stanley and Citi as We advise Latin American, U.S. initial purchasers of US$ 300 and other international clients on a million 10 year 6.75% notes in wide range of transactions, including the Rule 144A/Reg S markets for capital markets transactions, Telefonica Celular del Paraguay, structured financings, transactions a subsidiary of Millicom, a global involving multilateral institutions and telecommunications company governmental development, joint based in Sweden focused on ventures, mergers and acquisitions, frontier emerging markets. The tax planning, intellectual property offering was more than twelve protection and leasing. Our lawyers times oversubscribed and priced 30 | also represent clients in a wide variety significantly below the expected of trade and investment contexts. range of 8%. The success of the offering reflected a vote of Paul Hastings lawyers’ experience confidence in Paraguay despite the includes: impeachment of former President Equity and Debt Capital Lugo earlier in that year Markets Deals . Banco Continental S.A.E.C.A.(Paraguay): . Republic of Peru: Representation Representation of Banco of the Republic of Peru on Continental S.A.E.C.A., one of numerous transactions, including: the largest banks in Paraguay, in o On its April 2010 US$1.8 billion connection with its issuance of exchange offer and tender offer US$200 million 8.875% Senior of U.S. Dollar-Denominated Notes due 2017 pursuant to Rule Bonds due in 2012, 2014, 2015 144A and Regulation S. This and 2016 for additional U.S. transaction is very important to the Dollar-Denominated Bonds due banking sector in Paraguay and its 2033 ability to access the international capital markets as it is only one of o On the issuance of US$1 two international bond offerings by billion of its 7.35% U.S. Dollar- a Paraguayan bank Denominated SEC-registered Global Bonds due 2025

PAUL HASTINGS . BBVA Banco Continental o Representation of BBVA Banco o Representation of Bank of (Peru): Continental, the second largest America Merrill Lynch in bank in Peru, in connection with connection with the offering o Representation of BBVA Banco a US$500 million offering of and issuance by Banco Continental in connection with 5.750% Senior Notes due 2017 Industrial, of US$150 million of a US$300 million subordinated 8.25% Subordinated Notes due bond offering o Representation of BBVA Banco 2021 Continental in connection with o Representation of BBVA Banco a US$350 million offering of . Banco de Crédito del Perú Continental in connection with 5.500% Senior Notes due 2020 (Peru): Representation of Bank a US$500 million offering of of America Merrill Lynch and 3.250% Senior Notes due 2018 o Representation of BBVA Banco JP Morgan in connection with a Continental, in connection with a o Representation of BBVA Banco US$250 million Tier 1 offering of US$200 million Tier 1 offering of Continental in connection with 9.75% Non-Cumulative Fixed/ 7.375% Non-cumulative Fixed/ a Credit Agreement for Floating Rate Step-up Junior Floating Rate Step-up Notes due US$160 million with Standard Subordinated Notes due 2069 2040 Chartered Bank, Bank of by Banco de Crédito del Perú, America, N.A., Wells Fargo . Corporación Lindley (Peru): the largest commercial bank in Bank, N.A., and Citibank, N.A., Representation of the only Peru. This offering was the first | 31 as lenders authorized bottler and distributor ever offering of Tier 1 securities of Coca-Cola products in Peru, under the recently enacted Tier 1 o Representation of BBVA Banco including Inca Kola, on numerous regulation in Peru Continental in connection with transactions, including: a US$300 million offering of . Pavimentos Colombia: 2.25% Senior Notes due 2016 o On its US$320 million high-yield Representation of Pavimentos bond issuance of 6.750% Notes Colombia in connection with its o Representation of BBVA Banco due 2021 US$150 million Euro Note Program Continental issue US$300 and issuance thereunder million worth of bonds in the o On its US$260 million high-yield international markets. The bond issuance of 4.625% Notes . Telemóvil El Salvador: transaction, which saw BBVA due 2023 Representation of Morgan Stanley Banco Continental issue in connection with a US$450 US$300 million worth of 2.25 per . Banco Industrial (Guatemala): million high yield offering of cent 3.5-year unsecured bonds, 8% Senior Notes due 2017 by o Representation of Credit Suisse closed on January 22, 2013 Telemóvil El Salvador, the leading in connection with a US$35 mobile service operator in El million private offering of Tier 1 o Representation of BBVA Banco Salvador. This high yield bond capital securities by Guatemala’s Continental, the second largest offering utilized a trust structure Banco Industrial, the largest bank in Peru, in connection with intended to optimize the tax bank in Guatemala. This was a US$500 million offering of treatment for Telemovil. Telemovil the first ever Tier 1 offering by a 5.0% Senior Notes due 2022. is a subsidiary of Millicom, First direct issuance under new Guatemalan bank regulating regime

Experience Across Latin America Experience in Other Latin American Countries and the Caribbean (cont’d)

one of the leading global . The Republic of Ecuador: . (Nicaragua) Representation of telecommunications companies. It Representation of the Republic Empresa de Mantenimiento, was the first time such a structure of Ecuador in connection with Construcción y Electricidad was used in El Salvador its US$650 million global bond in its acquisition of a controlling offering stake in ENITEL, the fixed line and . Credivalores-Crediservicios wireless telephone provider in . Banco Continental de (Columbia): Nicaragua Panama: Representation of o Representation of Credivalores- Banco Continental de Panama in . (Panama and Curacao) Crediservicios, in connection connection with its US$150 million Representation of The Andalex with its establishment of a Euro offering of Notes and US$225 Group in the acquisition and Commercial Paper program million offering of Medium Term repositioning of two casino and for issuance of up to US$150 Notes gaming facilities in Panama and million of Euro Commercial Curacao (The Veneto Hotel, a Paper, and its three completed Mergers and Acquisitions Wyndham Grand Hotel in Panama issuances under the program. . (Chile) Representation of PSEG City, Panama, and a to-be- Credivalores is a leading non- Global in the US$1.2 billion sale branded seaside hotel and casino bank provider of consumer of the SAESA Group of Companies in Curacao, N.A.). Paul Hastings 32 | loans in Colombia, providing to a consortium formed by Morgan alsocoordinated and advised on non-bank credit to customers Stanley Infrastructure and the obtaining the appropriate gaming throughout Colombia who Ontario Teachers’ Pension Plan licenses in each jurisdiction. The otherwise have limited access properties also involved first to credit . (Argentina) Representation mortgage and mezzanine financing of Grupo ClarÌn, the leading facilities o Representation of Credivalores- Argentine media group, in Crediservicios, in connection connection with various financial . (Aruba) Representation of with its establishment of and contractual dealings with its Belfonti Capital Partners in its a EuroNotes program for significant minority shareholder acquisition of a hotel in Aruba from issuance of up to US$150 Goldman Sachs and others, and Aruba Hotel Enterprises, N.V. million of EuroNotes. in connection with the original Bank Financings Credivalores completed its first US$500 million investment issuance under the program, therein by Goldman Sachs . Telefonica Celular del and its first international debt Paraguay (Paraguay): offering, shortly after the . GlobalCollect: Representation Representation of Citibank and program was established of GlobalCollect B.V., a leading Morgan Stanley Bank, as lenders, provider of online payment in connection with a US$151 . Southern Peru Copper processing solutions in the million bridge loan to Telefonica Corporation: Representation Netherlands, in its acquisition Celular del Paraguay, S.A. for the of SPCC in its US$950 million of Sub1, a leader in the Latin acquisition of Cablevision, S.A., secondary offering American e-payment market. one of the first bridge to bond The acquisition greatly expanded financings out of Paraguay GlobalCollectís Latin American operations

PAUL HASTINGS . Grupo C&C Energia (Barbados) Structured Finance and Ltd. (Colombia): Representation of Wells Fargo as administrative Securitization agent and sole lead arranger and bookrunner of a US$200 million . Scotiabank (Peru): senior secured credit facility for Representation of Scotiabank, as Grupo C&C Energia (Barbados) originator, in connection with the Ltd. establishment of a future payment flow (diversified payment rights) . Solana Resources Limited securitization program and the (Colombia): Representation of issuance of Series 2010-A and Wells Fargo as administrative 2010-B Notes Due 2017 under agent and lead arranger and Rule 144A/Regulation S totaling bookrunner of a US$100 million US$175 million; the issuance of senior secured credit facility for Series 2010-C and D loans totaling Solana Resources Limited US$125 million and the further issuance of US$50M Series 2012- . PetroLatina Energy PLC, A loans PetroLatina Limited and | 33 Petroleos Del Norte S.A. Project Finance (Colombia): Representation of Wells Fargo as administrative . Odebrecht and Enagás: agent of a US$100 million Representation of Odebrecht senior secured credit facility and Enagás as sponsors in the for PetroLatina Energy PLC, ongoing US$5 billion senior PetroLatina (CA) Limited and secured financing of the 1,000km Petroleos Del Norte S.A. Gasoducto Sur Peruano (GSP) . Lewis Energy Colombia, Inc. pipeline project in Peru and related (Colombia): Representation of US$600 million bridge financing Wells Fargo as administrative . A major Peruvian corporation: agent and sole lead arranger and Representation of a major Peruvian bookrunner of a US$100 million corporation in the ongoing senior secured credit facility for US$600 million development and Lewis Energy Colombia, Inc. financing of a mine, port, and desalination facility in northern Peru

Experience Across Latin America Experience in Other Latin American Countries and the Caribbean (cont’d)

. Sociedad Concesionaria . FMO, CABEI and Finnfund . MPX Chile: Representation of Operadora Aeroportuaria (Honduras): Representation of MPX Chile in its development of a Internacional S.A. - OPAlN FMO, CABEI and Finnfund on the 2,000 MW coal-fired power station, S.A.: Representation of OPAIN Agua Zarca Project, a 21.3MW together with an associated port in the US$1.2 billion concession- run-of-the-river hydroelectric and water desalination facility in based expansion of the El Dorado station in Honduras sponsored by Chile International Airport in Bogota, DESA . Colombia National Road Operating . FMO, DEG, Proparco and DnB and Constructing Company . A syndicate of 4 commercial NOR (Panama): Representation of Jamaica (NROCC): banks: Representation of a of FMO, CABEI and Finnfund with Representation of National Road syndicate of four commercial the initial phases of the financing of Operating and Constructing banks in funding the approximately the 58MW Bajo Frio Hydro Power Company of Jamaica on its US$280 million expansion of the Plant in Panamá US$294 million short term notes TISUR port in Peru. This deal and US$294 million long term . was awarded “Latin America Dragados and Ogden notes, each guaranteed by the Representation of Transportation Deal of the Year” by (Colombia): Government of Jamaica, to Dragados and Ogden as sponsors IJGlobal 2014 refinance existing debt and to in the US$116 million bond 34 | finance construction of a toll road financing under Rule 144A for . AES Corporation (Colombia): in Jamaica the El Dorado Airport in Bogotá, o Representation of AES Colombia . Petroleum Company of Corporation in the refinancing Trinidad and Tobago Limited . of the 1000MW Chivor GE Energy Financial Services (Petrotrin): Representation of : Representation of GE hydropower station’s (Panama) Petrotrin on its US$850 million Energy Financial Services in its bid acquisition debt, in Colombia offering of its 9.75% note due 2019 for a stake in an entity that owns a to finance the upgrade, expansion o Representation of subsidiary, hydroelectric plant in Panamá and optimization of its oil refinery Chivor SA E.S.P., owner of a . at Point-a-Pierre in Trinidad, 1,000MW hydroelectric plant, in HSBC, EDC and Bancolombia : Representation of HSBC, underwritten by JP Morgan and the refinancing of a syndicated (Peru) EDC and Bancolombia in the Credit Suisse loan facility, involving a US$170 financing of a 512MW gas-fired million 144A high-yield bond . Sociedad Concesionaria combined cycle power plant in tranche and a US$83 million Autopista Central (Chile): Peru equivalent Peso-denominated Representation of Sociedad syndicated bank tranche . Marubeni in the Geoenergía Concesionaria Autopista Central de Guanacaste (Costa Rica): on its US$250 million and bond . Chase Manhattan Bank and Representation of Marubeni in the issuances to finance the Autopista IDB (Colombia): Representation Geoenergía de Guanacaste in a Central toll road project in of Chase Manhattan Bank and IDB transaction involving the purchase Santiago, Chile on the financings of the 190MW and sale of a 50% interest in a Costa gas-fired Termovalle power station Rican geothermal power plant in Cali, Colombia

PAUL HASTINGS . Sociedad Concesionaria with the financing of the long-term Costanera Norte (Chile): lease and concession of Luis Representation of Sociedad Muñoz Marín International Airport Concesionaria Costanera Norte in Puerto Rico, the first airport on a US$300 million project privatization to be approved by the bond guaranteed by the IDB Federal Aviation Administration and monoline insurer Ambac to finance the construction of an . The lenders (Colombia): electronically tolled free- flow Representation of the lenders in highway in Santiago, Chile the ongoing financing of design, development, construction, . Sociedad Concesionaria commissioning and operation of a Vespucio Norte Express 260km 2x230 kV transmission line (Chile): Representation Sociedad to service the Los Llanos oil fields Concesionaria Costanera Norte in Colombia on a US$424 million project bond, guaranteed by monoline insurer . The lenders (Panama): MBIA, to finance the construction Representation of the lenders in the development and construction of an electronically tolled urban | 35 ring road in Santiago, Chile of a 666MW power plant and LNG receiving terminal in Panamá . TECO Power (Guatemala): Representation of TECO Power in . The project company and the development of a 90 MW gas- a major Brazilian sponsor fired power project in Guatemala (Dominican Republic): (using LM 6000s), initially financed Representation of the project on an all-equity basis and later company and a major Brazilian refinanced through OPIC sponsor in the development and financing of a 500MW . The lenders (Chile): combined cycle gas-fired thermal Representation of the lenders in power plant, associated 110km the financing of the 100MW Cerro transmission line and offshore Dominador PV solar power project LNG regasification plant in the in Antofagasta, Chile Dominican Republic. The long term financing for the thermal . The funders to Aerostar power plant and transmission line Airport Holdings, LLC (Puerto is estimated to be in the range of Rico): Representation of a project US$1.2 billion and US$1.5 billion company owned by Grupo Aeroportuario del Sureste and Highstar Capital, in connection

Experience Across Latin America Experience in Other Latin American Countries and the Caribbean (cont’d)

. WestLB and HSBC (El . Black & Veatch: Representation . Representation of a large Salvador): Representation of of Black & Veatch in its technology company in the WestLB and HSBC as lead representation of the Government evaluation and implementation arrangers and KEIC as guarantor of Peru in the privatization of anti-corruption policies and in their attempted financing of the of the Greater Lima water/ procedures in several markets AES Fonseca 240MW coal-fired wastewater system. Advised on in Latin America, including facility power project in El Salvador tariff and regulatory structure considering the practical and implementation issues application of the policies to the . Eni: Representation of Eni in the in connection with operation, business practices in the particular negotiation of exploration and maintenance and expansion of markets production sharing agreements, the water/wastewater system for concession agreements, joint Greater Lima . Representation of a large operating agreements and other insurance company in the oil and gas contracts in connection . Sonnedix: Representation of investigation into potential anti- with Eni’s investments in South Sonnedix, an independent global corruption violations in America (Argentina, Brazil, power producer (IPP) focused on Argentina and Ecuador), the North Sea, low-carbon solar energy, in its . Representation of two Russia, Central Asia (Azerbaijan development of and investment pharmaceutical entities in 36 | and Kazakhstan), Asia (China, in renewable energy projects in investigations into potential anti- Indonesia and Australia), North Puerto Rico corruption violations in Ecuador Africa (Egypt, Libya, Tunisia, . Korea East-West Power Co. Algeria), West Africa (Nigeria, International Dispute Congo, Angola), the Middle East Ltd: Representation of Korea East- (Iraq, Iran, Saudi Arabia, Qatar), West Power Co. Ltd. in connection Resolution with a bridge financing and the and North America (U.S. Gulf of . Dow Chemical Venezuela acquisition of a 40% stake in Mexico, Canada) Arbitration: Representation Jamaica Public Service Company of Dow Chemical in the first . Government of Bolivia: Limited, a vertically integrated major international arbitration Representation of the Government utility with the exclusive right to conducted under the IACAC of Bolivia in the capitalization transmit and distribute electricity in (Inter-American Commercial (privatization) and sale of the Jamaica freight rail operations previously Arbitration Convention) over a operated by the state-owned rail Anti-corruption and FCPA planned petrochemical project that company, Empressa Nacional was not built in Venezuela. The de Ferrocarriles (ENFE). Advised . Representation of a large case was tried to a three-member on rate and non-rate regulatory/ pharmaceutical company in the tribunal over the course of several contractual and tariff issues, examination of the effectiveness successive weekends, with more including options for the regulatory and design of anti-corruption than a dozen witnesses testifying structure to apply to the privatized policies, procedures, and controls for our client and with extensive rail operations in several markets in Latin America expert testimony. We defeated the

PAUL HASTINGS claimants’ broad damages claim and obtained a successful award

. Trans-Pacific Cable Arbitration: Advised Japanese client on potential arbitration arising from project to extend Trans-Pacific cable to Pacific coast of Latin and South America. Dispute settled before proceeding filed

. Productora La Florida: Representation of Productora La Florida, Costa Rica’s largest independent beverage producer and distribution company, in obtaining a complete victory in a question of first impression | 37 involving an international arbitration currently pending in Costa Rica. After the plaintiff, Black Eagle, brought suit against Productora La Florida in California State court for alleged breach of its distribution agreement, Paul Hastings, on behalf of Productora La Florida, removed the case to California federal court and moved to compel arbitration and dismiss the case. Black Eagle and the California Beer and Beverage Distributors have claimed that they are appealing the decision. The suit subsequently settled for our client on extremely favorable terms

. Representation of a leading multinational insurance company in the successful defense of multiple arbitrations claiming a total in excess of US$200 million for expropriation and discrimination

Experience Across Latin America Experience in Other Latin American Countries and the Caribbean (cont’d)

by a Latin American sovereign, connection with claims of political Real Estate and Hospitality including the successful defense violence and expropriation in that of an arbitral award in U.S. Federal country . China Development Bank: Court. The disputes centered on Representation of China . Representation of a leading the impact of actions taken by Development Bank in a landmark Japanese electronics company in the Latin American government in US$992 million loan facility a proposed international arbitration response to an economic crisis on program for Venezuela’s economic against a distributor in Panama obligations to foreign investors in development bank, Banco de and Peru. The claim settled the country. These wide-ranging Desarrollo Economico y Social de on favorable terms before the disputes involved the country’s Venezuela, to fund the Venezuela arbitration was filed electricity sector, banking sector, Ministry of Housing’s social housing project natural gas sector, and toll roads. . Société Générale, Trust The arbitrations were sited in New Company of the West (TCW): . Reserva Conchal: York and London; were conducted Representation of Société Générale, Representation of the owners of under the UNCITRAL arbitration Trust Company of the West Reserva Conchal in the selection rules, the LCIA rules, and ad-hoc (TCW), and a local electricity of a hotel management company arbitral rules; and governed by the distribution company in the and negotiation of definitive laws of U.S., New York, England, Dominican Republic in a trio of management agreements for a 38 | and international law parallel international arbitrations 400-room Westin hotel and an totaling US$680 million against . Representation of a sovereign adjacent St. Regis hotel located the Dominican Republic. The instrumentality in El Salvador in a on a 2,300-acre mixed-use beach arbitrations involved allegations commercial arbitration pending resort/community development of breaches under the Bilateral with the International Chamber of project on the Northern Pacific Investment Treaty between France Commerce Coast of Costa Rica and the Dominican Republic, the . Representation of an international Dominican Republic—Central . Buildings, developments, and organization of South American American Free Trade Agreement projects throughout other Latin countries in an enforcement action (the second ever brought under American countries and the before the U.S. District Court for that treaty), and a Concession Caribbean we have worked on the Southern District of New York Agreement. The three arbitrations include: settled on extremely favorable o JW Marriott Hotel in Lima, Peru . Representation of a leading terms for our clients. These international insurance company arbitrations were listed in the o Melia Conchal Hotel Resort in a US$90 plus million American American Lawyer’s International project in Guanacaste, Costa Arbitration Association (ICDR) Arbitration Scorecard for 2009 Rica arbitration seated in Washington, and have also been featured in D.C. The arbitration concerned a Global Arbitration Review and o Quality Suites Hotel in power plant in South America in International Arbitration Reporter Guatemala City, Guatemala

PAUL HASTINGS o Four Seasons Hotel & Resort Antitrust in Peninsula Papagayo, Costa Rica; Cancun, Mexico; and . United Phosporate Limited Emerald Bay, Bahamas (UPL): Representation of United Phosporate Limited (UPL) in its o Viceroy in Anguilla acquisition of DuPont’s Manzate business, including factories o Melia Caribe Hotel & Resort in in Colombia, triggering one of Dominican Republic the first-ever merger clearance o Melia Tropical Hotel & Resort in filings under Colombia’s merger Dominican Republic clearance regime o Ciboney Villas Resort in Jamaica o Pink Sands Resort in Bahamas o Five Star Luxury Hotel & Resort in Turks & Caicos Islands | 39 o Aman Resort in Normans Key, Bahamas and Sea of Cortez, Baja, California o Westin Hotel & Resort in St. Thomas o Flamingo Beach Resort in St. Maarten o Royal Palm Beach Resort in St. Maarten o Hyatt Hotel in St. John o Westin Resort in St. Croix

Experience Across Latin America Our Offices

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Paul Hastings LLP I www.paulhastings.com

Experience Across Latin America Paul Hastings LLP I www.paulhastings.com