Lenf funding proposal30


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Lenf funding proposal30

  1. 1.   Post Road AdvisorsWaste to Energy Plant, Living Earth Nige-ria Foundation - Port HarcourtFeasibility Study Funding ProposalPost Road Advisorsin cooperation with VICA Technologies LLC ConsortiumPrepared at the request of: VICA Technologies, LLC for Living Earth Foundation NigeriaPrepared by: Maurice Johnson, Executive Director, Post Road AdvisorsAugust 12, 2011Proposal number: 8-1-11-APost Road Advisors46 Rowland Road, Fairfield, CT 06824 USA T +1 203 450 2498 W http://postroadadvisors.com/ E mjohnson@postroadadvisors.com
  2. 2.   Post Road AdvisorsDisclaimer and IndemnificationThis proposal agreement (“Agreement”) is prepared by Post Road Advisors (“PRA”) who is solely responsiblefor its content. PRA is acting as an advisor for financial arrangement proposals in a consortium of biddersled by VICA Technologies, LLC (the “Consortium”) as requested for a Waste Management Plant ProjectFeasibility Study (the, “Project”) tendered by the Living Earth Nigeria Foundation (“LENF”). LENF and the Consortium and any other party to the Feasibility Study and Project (together the, “Client”) hereby indemnifies and holds harmless PRA and, current or future, partners, principals, agents, consultants, and employees (the “INDEMNIFIED PARTIES”) from and against any losses, claims, damages, or liabilities (or actions in respect thereof) to which an Indemnified Party may become subject as a result of or in connection with PRA rendering services hereunder unless it is finally judicially determined that such losses, claims, damages, or liabilities were caused by fraud or willful misconduct on the part of that Indemnified Party in performing its obligations under this Agreement. This indemnification shall include without limitation any liability related to or resulting from any information provided by the Client, financial participants, market information provided by market participants, legal and tax advice that is inaccurate in any respect as a result of misrepresentation, omission, failure to update or otherwise, regardless of whether PRA knew of or should have known of such inaccuracy. In the event that full indemnification is not available to the Indemnified Parties as a matter of law, then their aggregate liability shall be limited to the total fees collected for the services rendered and, in any event, shall be limited by a final adjudication of their relative degree of fault and benefit received. The Client also indemnifies and holds harmless PRA and its staff, if for any reason the project is not successful and the Client is unable to establish the Project in Nigeria. This Agreement, its contents and recommendations are prepared solely and exclusively for the Client and all contents shall be held CONFIDENTIAL unless otherwise required by law. This agreement shall remain in force until cancelled by any party with thirty (30) days notice with the explicit understanding that all obligations (reports, fees, expenses, third party expenses including legal fees, if any, and out-of-pocket expenses incurred by PRA on behalf and agreed by the Client that are due and outstanding), shall be settled in US$ at the prevailing exchange rate in effect at the time of the expense incurrence. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law and may only be amended in writing signed by both PRA and the Client.Post Road Advisors46 Rowland Road, Fairfield, CT 06824 USA T +1 203 450 2498 W http://postroadadvisors.com/ E mjohnson@postroadadvisors.com
  3. 3.   Post Road Advisors PROJECT FUNDINGTransaction OverviewThe Shell Petroleum Development Company of Nigeria Limited (operator of the NNPC/Shell/TEPN/Agip Joint Venture), the British Council (BC) and Living Earth NigeriaFoundation (together, the “LENF”) are collaborating to improve waste management andsanitation in Port Harcourt City, Nigeria and its environs.The objective is to provide a Feasibility Study (“Study”) and implementation of a SolidMunicipal Waste Removal and Conversion to Energy (“Waste to Wealth”, or “WTW”)project to remove solid municipal waste from the Port Harcourt environs and convert it toelectrical energy and agricultural-grade compost. The potential (the “Project”).BidderVICA Technologies,LLC, and its partners (the “Consortium”) is a leading designer,builder and operator of “Waste-to-Energy” projects using the highest quality components,engineering and technologies adapted for the environment and international standards.The VICA Consortium submitted a response to the tender on February 10, 2011.Post Road Advisors (“PRA”) was requested by VICA to be a participant in the Consortium’stender response for a Feasibility Study.Post Road AdvisorsAs a member of the Consortium, PRA proposes to provide financial advice and arrangementto acquire efficient funding opportunities and financial arrangement structures for theWTW Project in the Study. Non-recourse projects have 3 Phases as noted below.LENF Waste to Wealth Funding 1
  4. 4.   Post Road AdvisorsPhase I: Feasibility (3 months) • economic analyses drawn from information provided by the Consortium, • country risk and project risk analysis, • a preliminary financial analysis model using a Private Public Partnership (“PPP”) non-recourse financing structure, • market ‘read’ with a preliminary information memo (“PIM teaser”) to approach targeted market participants, • investor and institutional response to the PIM , • adjusted financial models and covenants, • agenda for moving forward to final Project Information Memorandum, Road Show, documentation and initial funding Project Phase Schematic Typical Financial Timetable - 6- months Phase I Feasibility Study Phase II Analysis & Syndication Phase III Document & Funding Feasibility Study Economic analysis Contracts & Risk Term Sheet & PIM Financing structure Negotiations: Term Sheet Covenants Negotiations: Contracts Reserve Ac- counts Funded Financial closing Conditions Precedent met Equity & Debt Syndication Legal Opinions & FundingLENF Waste to Wealth Funding 2
  5. 5.   Post Road AdvisorsInfrastructure and PPP Structuring and FundingInfrastructure projects are characterized by large capital expenses and constrained tariffsand revenues. They often serve in the public interest and are therefore considered vitalutilities limiting the ability of the operator to increase revenues rapidly to account forsudden rises in input costs. Such longterm financing is problematic in countries with lessthan an “investment grade” rating (S&P BBB and above). Nigeria is currently rated S&P B-and is not eligible for investment grade treatment in financial markets at this time. Manyinfrastructure projects require financing in excess of 10 years while the private lendingmarket only provides loan tenors of 3-5 years and at relatively high rates.Feeling continuing budget pressure, governments have to varying degrees cut back onpublic-budget expenditures and sought different ways to effect infrastructure financing.Text-book standard infrastructure templates include Build Own Operate (“BOO”), BuildOwn Transfer (“BOT”), Build Own Operate Transfer (“BOOT”), and various other structuresas will be determined as most advantageous considering the Project’s technology, operatingparameters, legal and financial constraints.The objective is to build the projects with up-to-date technology, lower cost and benefittingfrom the more efficient private sector management. The environmental, employment,technology and environmental benefits are very important.Project Economic and Investment Environment: Nigeria Nigeria is making progress with economic reforms that are delivering strong eco- nomic fundamentals. Real GDP growth rose from 7.0% in 2009 to an estimated 8.1% in 2010. Medium-term prospects are also bright, with real GDP growth pro- jected to remain strong and stable at 6.9% in 2011 and 6.7% in 2012. In 2010, the government unveiled a roadmap for power-sector reform that outlines the plan to privatise the generation and distribution of power as well as create an enabling environment for investment. Banking dominates capitalisation in the Nigerian Stock Exchange (NSE) and is re- sponsible for the recent phenomenal growth of the NSE. Market capitalisation in-LENF Waste to Wealth Funding 3
  6. 6.   Post Road Advisors creased by more than 32%, from NGN 4.98 trillion at end-December 2009 to NGN 6.58 trillion on 7 April 2010. Nonetheless, while Nigeria’s financial markets have shown considerable improve- ment, financing conditions, especially for businesses and firms, remain weak as fi- nancial institutions continue to maintain a cautious approach to credit extension.’ (excerpts from 2011 http://www.africaneconomicoutlook.org/en/)Steps for PPP Review in WTW Project Feasibility StudyA project funding technique broadly characterised as the “Private Public Partnership(“PPP”)” seeks to benefit from best practices of both economic sectors. The lower cost andlonger tenure of government funding and the ownership/efficiencies brought by the privateowners/operators. In addition, governments benefit from no budget expenditures,provision of a necessary public services, royalty payments and eventual transfer of thefacility to the public domain.The measure of a successful PPP is a low Weighted Average Cost of Capital (“WACC”), astable expense base to revenue ratio and an Internal Rate of Return (“IRR”) sufficient toattract quality investors/operators. PPPs have been used extensively in Large Economiesmainly the Commonwealth (UK, Australia, Canada, New Zealand, etc) with varying degreesof success.Nigeria itself has had a stop/start history with PPPs but now seems to be favourablyinclined with initiatives such as the Foundation for Public Private Partnerships (http://www.fpppn.org/), and the Nigerian Governments Infrastructure Concession RegulatoryCommission (ICRC) and on March 17, 2011 the World Bank and the Government of Nigeriasigned the Public and Private Partnership (PPP) Initiative Project (“PPPIP”).There are four components to the World Bank/Government of Nigeria project. 1) providecapacity to key ministries in the area of PPPs. 2) provide upstream support for projectpreparation and transaction advisory services to help develop commercially viable PPPtransactions in Nigeria. 3) provide support for the management, monitoring and evaluationLENF Waste to Wealth Funding 4
  7. 7.   Post Road Advisorsof the Adaptable Program Lending (APL) Program. 4) make available infrastructurefinancing for projects prepared under the first phase via the Viability Gap Facility (VGF)and a financial intermediary loan (FIL) facility.PRA is actively engaged in the PPPIP program.PPP Financing: Phase I - Feasibility StudyA PPP funding structure assumes the following generic principles: 1) Feasibility Study Assessment. Usually a study has been performed by the government or a third party indicating the need for a specific product or service. In the case of the WTW Project it was determined that a waste to energy project could achieve several goals: a) reduce/manage municipal waste from the Port Harcourt, Nigeria environs, b) reduce the incidence of disease and pollution to the populace, c) provide much needed electric power, d) generate local employment and royalty payments, and e) encourage private Foreign Direct Investment (“FDI”) as well as public funding in the country through an appropriate financial IRR. This is not to ignore the ancillary positive effects of education, health and well-being (used to define the “EIRR”). f) The facility requires a site, first and foremost, that is properly zoned and near major roads, highways, a utility substation, and has water, sewage and an appropriate industrial infrastructure. Twenty-five acres is preferred, but some facilities are located on as little as 5 acres if trucks can line up off site. Before construction can begin, a project needs to secure the following: 1. Waste characterization in terms of composition, heating con- tent, moisture, etc. 2. Site control through lease or ownership. 3. Proper zoning and/or land use conformance.LENF Waste to Wealth Funding 5
  8. 8.   Post Road Advisors 4. Environmental permits. 5. Utility interconnections. 6. Power purchase agreement including off-take guarantees. 7. Materials purchase agreements. 8. Ash disposal (landfill) capacity. 9. Waste supply commitments. 10. Acceptable credit worthiness of all project participants in- cluding the government, bank utility or other entity require to make financial guarantees. 11. Guarantees including governmental entities at the federal, state, and local levels. 12. Current cost of waste disposal. The construction period lasts approximately 24-30 months. 2) Feasibility Study. A tender is then issued for a Feasibility Study. For the purposes of this PRA section restricted to funding under a PPP structure for the WTW Project, certain financial and funding considerations will be reviewed during the Feasibility Study: a) Technology. Proven technology for Waste to Energy is more readily acceptable to the financial market. Appropriate pollution controls will be required on all levels from waste recovery, incineration/gasification and disposal. b) Country legal environment. PPP have three main legal constructs that are required to be effective. i) Input Agreement (provision of raw material with rights as negotiated and with cost escalators synched with the Output Agreement tariffs escalators),LENF Waste to Wealth Funding 6
  9. 9.   Post Road Advisors ii) Operating Agreement (key agreement between the Private Sector project investment company that will manage the Build phase with relevant contractor, the Operate phase and culminating with the Transfer phase. Incorporated in the Operating Agreement section are many different agreements regarding capital structure, investment rates, participants, concessions granted by the Government for land, power, operating permits, etc, dividend remission permissions and royalties paid to the government as well as allowable rates of return, etc, construction timetables, disbursement milestones and other considerations), iii) Offtake Agreement (this is a key set of agreements related to the offtake of the power and waste from the WTW Project. Offtakes often are take-or-pay, or alternatively, take-and-pay. This Agreement and structure is critical to the success and ‘bankeability’ of the project. Central to all of the above is the presumption of the Sanctity of Contract and its Enforcement through legal action - either through a court or arbitration system. c) Experience of Participants and Track Record. The Feasibility Study team will review the proposed WTW Project key participants’ management and their ability to surpass expectations, or their management “alpha”. d) Credit Risks of the Offtaker. The Feasibility Study team will determine the creditability of the offtaker and the bankability of the offtake agreement. In addition, there are credit enhancements that may be employed at the project level that make the project more financeable such as Cash Sweeps, cash reserve funds, maintenance funds and other collectable cash that improve the project and offtaker’s credit worthiness. e) Government and Political Risk. The Feasibility Study will review options to assess Political risks and the funding requirement for mitigants such as insurance. f) Market Risk. The Feasibility Study will review the financial risk of an abrupt change in either supply or demand for the WTW Project’s input and output. This is a sensitive issue especially in view of the local currency revenues.LENF Waste to Wealth Funding 7
  10. 10.   Post Road Advisors g) Financial Analysis. The PRA and Feasibility Study Consortium will assemple a pro forma financial model that describes the capital structure, costs, project phases, disbursements and operating revenue/costs. It is commonly referred to as the ‘Developers Case’ whereupon certain values can be drawn for negotiation with participants. Subsequently, usually the project sponsor draws up a ‘Sponsor Case’ and finally the lenders draw up a ‘Bank Case’. h) Financial Arrangement. PRA and Feasibility Study Consortium will construct a financial structure and mixture of suggested Public and Private Lenders and Equity Investors to provide a financeable project package ready for the implementation phase of the WTW Project. It will be determined with the WTW Project team if they wish to proceed to tender for financial participation by funders. It is expected that the PPP funding mix will be broadly speaking as follows: i) Feasibility Study funding: The current LENF WTW Project Feasibility Study funds may be augmented by funds from various sources, e.g.,: a. Trade Development Agency (TDA) matching grants if there is US development of US exports of goods and services. b. US Exim guaranty provided it is an environmental project and pertains only to US content. May be folded into final financing facility. c. African Development Bank environmental facility. d. NEPAD environment initiative CEN (http://www.oecd.org/ dataoecd/27/32/44326734.pdf) PRA will make further efforts to explore Feasibility Study financing to ameliorate the current LENF funds. WTW Final Financing Funding ii) Project Equity and Quasi-equity - 30-40% a. Common/Preferred Equity Sources include: WTWDeveloper/Sponsor, institutional funds, private equity - P/E (e.g., Aureos, Carlyle, etc), GovernmentLENF Waste to Wealth Funding 8
  11. 11.   Post Road Advisors b. Quasi Equity Sources include: Mezzanine/subordinated note holders (investment funds, P/E investors, senior lenders, suppliers credits), Government iii) Senior Debt - 70-60% - Floating or Fixed a. Export Credit Agencies: ECA (all ECA home-country equipment and services e.g., engineering, environmental, construction supervision, shipping fees, bank fees, etc.) are eligible for ECA support. This financing is generally provided by a commercial lender with the all-risk guaranty of an ECA and therefore benefits from the higher credit rating of the sovereign as opposed to the project in an Emerging Market. b. Institutional Funds: Funds arranged, supported or guaranteed by national and supra-national entities may lend on a conditional basis to a societal and environmental beneficial project such as: OPIC, World Bank, IFC (Infraco, etc), USAID, Commonwealth Development Corporation, etc.) c. Commercial Banks: International and local banks will support the financing and funding of the project through the provision of shorter tenor funds for gap financing or for Working Capital Revolving Credit. These banks will generally require offsetting cash balances through cash sweeps, lock boxes, insurance bonds and risk swap settlement payments management. d. Capital Markets: At a certain point when the project has met Financial Completion (as opposed to Physical Completion), the financial manager may see the benefit of replacing the project debt with funding through the sale of bonds. This provides a cheaper source of funds but covenants are often tighter than bank financing. e. Grants. Certain corporations, organizations, investors may be willing to sponsor an involvement/investment into the initiative. For WTW such obvious targets would be municipalities, transport companies, environmental groups, benevolent associations, etc.LENF Waste to Wealth Funding 9
  12. 12.   Post Road Advisors i. PPP Schematic Diagram. Government Nigeria Federal, Rivers State, Port Harcourt Concession, Permits, MOF, Remittance, F/X Convertibility Debt Financing - Equity InvestmentPublic/Private -[70]% - Public/Private [30]% of Project Total of Project Total WTW, LLC Long-term Liabilities Financial Trust ($XXXX)Subordinated Debt - 10% of Equity Sponsors Legal Owner of Operating Debt Total Debt- Equity Builder Owner Operator Company’s Permits, Invest-Senior Debt - 80% of Debt ment, Debt Financing, Reve- Suppliers (preferred equity) Total nues & Expense Obligations Government Short-term Liabilities US$ Dividends/ and Taxes Debt Srvc Fees Development FundsWorking Capital, Drawn CashRevolver - 10% of Debt Total General Public Ownership, Funding Dividends/ Fees Port Harcourt LENF WTW Port Harcourt Waste Electricity Waste Collection Waste Incinerator and Electricity Utility Tariff Power Generator Naira Naira LENF Waste to Wealth Funding 10
  13. 13.   Post Road AdvisorsPPP Benefits/CostThe diagram above indicates that a PPP structure is relatively complicated and veryinterdependent. Contractual relationships and performance are critical to its success.Therefore for every performance-action is a built in protection. For example, exposure toforeign exchange may be partially covered through swaps or other hedges or input contractvolume may be protected through substitution agreements with other suppliers. In generalterms the Study will identify for PPP:Benefits PPP provides a structured mechanism to create a long term cross-border financing for a project that has constrained abilities to raise revenues because of contractual and public pressure. A PPP provides a level of comfort for private investors operators with the presence of sovereign entities in the transaction. Inclusion of public investors in the transaction lowers the WACC to a profitable level.Costs PPPs are complicated and require significant legal assistance and fee payment. PPPs are traditionally politically sensitive with the public often believing that they are subsidizing private enterprise with tax payers’ money. PPPs are robust structures but depend heavily on local government benevolence such as the sanctity of contract law, payment of liquidated damages if a supplier or offtaker does not perform, remittance of foreign exchange to pay returns to developers.LENF Waste to Wealth Funding 11
  14. 14.   Post Road AdvisorsSummaryThe ‘Waste to Wealth’ Waste Management Project in Port Harcourt, Nigeria is subject to astudy to evaluate the municipal waste, BTUs available, conversion technology, operatingmethodooigies, costs, offtake and revenues. Whereupon the financing aspect of the projectplays a key role in determining the project’s viability through a PPP structured financingmodel, costs returns and available financing. Given the relatively standard technologyinvolved and the assumption of a qualified EPC contractor and operator, a PPP financialmodel is appropriate and optimal. Terms and Conditions PRA Feasibility StudyEngagement PeriodPRA will engage certain market experts for specific project related analyses or opinions oninvestor/financial institution ability to participate in the Project. Such services by associ-ates will be negotiated between PRA and the associates .PRA and associates will complete their contributions as contracted and according to datafrom the LENF, Consortium or any other expert participant. At least one onsite review willbe required.The entire engagement period for PRA and it’s group shall not exceed 91 calendar days,from signature of this Agreement provided said agreement is executed prior to September15, 2011. Upon completion, a final report will be made and all data files, electronic andphysical records shall be turned over to the Client, Consortium and WTW Project team.All research and data is the property of PRA and the Client and shall not be relied upon byany third party. Any data used by a third party will initiate the fee payment requirementsoutlined below.Either party can terminate this Agreement upon 30 days notice.LENF Waste to Wealth Funding 12
  15. 15.   Post Road AdvisorsEngagement Scope: Feasibility StudyPRA and associates will perform the following services related to the financial arrangementfor the WTW Project:1) Work with VICA Technologies to determine the appropriate methodology based on the technology, raw materials available and revenues from electricity charges minus operat- ing costs and financial investment returns. Seek to add additional Feasibility funding us- ing grant facilities or a bridge loan to wrap the study expenses into the Final Financing package. Financing will be based on information provided by the VICA Technologies and LENF and structured on a non-recourse project financing liability basis under a PPP (Private Public Partnership funding structure. Costs: -Fact finding mission to Nigeria (Business Class travel, lodging, M&IE x 3 per- sons) -1 week -Daily Rate per person x 3 (15 Man/Days).2) Develop a country, industry and economic analysis geared to financial investors and lending participants to be included in the Information Memorandum. Costs and time: -2 weeks: -Daily Rate x 1 HC (10 M/D)3) Determine the basic parameters of a financeable transaction in the current market based on the model of project and technology chosen. Construct financial model, financial in- dicators target participants using any available assistance programs. Cost: -2 weeks -Daily Rate x2 HC (20 M/D)4) Interface with LENF, VICA Technologies, EPC parties and other related personnel in- cluding legal counsel and tax accountants to assemble a preliminary information memo (“teaser”) with basic project information and solicit market reaction to a general projectLENF Waste to Wealth Funding 13
  16. 16.   Post Road Advisors structure. Report market preliminary findings to Client and WTW Project team. Make adjustments as appropriate. Cost: -2 weeks -Daily Rate x2 HC (20 M/D) -Legal Fees (not related to PRA)5) Prepare a bidding process for financial arranger drawn from the group of interested par- ties obtained from the Preliminary Information Memo. Perform a tendering process to nominate a financial arranger to lead financing process. Tender preparation, review, scaling criteria, final review. Alternatively move to implementation stage. Cost: -2 weeks (10 M/D) -Daily Rate x1 (VICA and Other parties will be involved. -Travel, lodging, M&IE.6) Submit final report and all data or continue to implementation stage.Total Man/Days estimated: 75PRA Financial Arrangement Analysis FeesThe professional fees and remuneration associated with the Project and payable to PostRoad Advisors or to entity designated by it are detailed below:1. An initial retainer of $US - 30,000 for billable work done to date and as a retainer for, subsequent work to be deducted upon incurrence, payable immediately.2. Reimbursement of all time and out of pocket expenses of PRA and associates related to the Project through monthly billings at the rate of: a. Man/Day - $US - TBD , b. Travel - business class travel, lodging and M&IE, and ancillary related expenses including but not limited to telecommunications, printing, office supplies, research fees or other expenses necessary to complete the transaction. Travel expenses will be prepaid and directly billable to the LENF.3. A flat fee of $US - TBD payable upon successful shift of the WTW Project from Feasi- bility Study to Implementation phase.LENF Waste to Wealth Funding 14
  17. 17.   Post Road AdvisorsFees and expenses will be billed to the appropriate contracting authority in detail with ex-planations and receipts.All fees and costs will be made payable to a USA bank account in US Dollars at the prevail-ing exchange rate in effect as of date of billing. All payments will be net and clear of anytaxes and fees imposed by any government and will be recorded as normal consulting reve-nue by the recipients subject to the laws of the United States of America.InformationPRA shall be entitled to assume, without independent verification, the accuracy of all in-formation and data that the Client and its representatives provide to PRA. All informationand data to be supplied by the Client and its representatives will be complete and accurateto the best of the Client’s knowledge. PRA may use information and data furnished by oth-ers if PRA in good faith believes such information and data to be reliable. However, PRAshall not be responsible for, and shall provide no assurance regarding, the accuracy of anysuch information data.Client agrees that any documentation prepared or developed by PRA for the purposes ofcompleting the WTW Project is for the sole use and benefit of the Client or the WTW Pro-ject participants, including the Terms and Conditions of this Agreement. Consequently,they may not be used or relied upon for any other purposes, or be disclosed, or form the ba-sis for any advice to any other person without prior written approval by PRA. Any writtenreports, letters, summaries or other written material produced by PRA in connection withthis Project will not be reproduced or distributed without the inclusion of any disclaimers ofliability and acknowledgement as such by the recipients through the execution of a Confi-dentiality Agreement.Dispute ResolutionPRA and the Client agree to work out disputes, if any, by direct discussions and negotia-tions. Should such discussions and negotiations be unsuccessful, all disputes or differencesarising under or in connection with this contract shall be subject to the exclusive jurisdic-tion of the Courts of New York, USA. The decision of such courts shall be binding by bothPRA and the Client.Entire Agreement; Amendments; Successors and Assigns; Individual LiabilityThis letter sets out the entire Agreement and understanding between the Client and PRAwith respect to the subject matter hereof and supersedes and cancels any prior communica-LENF Waste to Wealth Funding 15
  18. 18.   Post Road Advisorstions, understandings and agreements, both written and verbal, between the parties withrespect to the Engagement. This agreement cannot be amended or otherwise modified ex-cept by mutual written consent. The provisions hereof shall inure to the benefit of and bebinding upon the successors or assigns of the Client and PRA which assignment cannot beperformed without the express written permission of other party signing below. Each provi-sion and agreement herein shall be enforceable, notwithstanding the unenforceability ofany other provision of Agreement. Liability and performance by any member of this WTWProject is independent and pertains solely to each participant.5Pytheas Business GuidesAgreed and accepted for and behalf of Post Road Advisors and its associates Date 12 August 2011Maurice A Johnson, as Post Road AdvisorsAgreed and accepted for and behalf of VICA Technologies, LLC______________________________ Date _________Dr. Azuka Anyiam, as VICA Technologies, LLCAgreed and accepted for and behalf of Living Earth Nigeria Foundation______________________________ Date ___________________________, as DirectorLENF Waste to Wealth Funding 16
  19. 19.   Post Road AdvisorsPRA Associateshttp://postroadadvisors.com/Maurice A Johnson, PRA Executive Director and Founder, has 20 years in Emerging Mar-kets financial experience on the debt and equity markets. With proven experiences from US Agencyfor International Development in Africa, Overseas Private Investment Corporation in WashingtonDC, Citibank N.A. in Manhattan and Frankfurt, Germany and GE Capital Corporation in Londonand Connecticut. He has expertise for infrastructure project finance and private sector policy devel-opment. He holds a Bachelors Degree from University of Colorado and a Masters Degree fromJohns Hopkins School of Advanced International Studies (SAIS) in Washington, D.C. He speaksEnglish, French and German.Christopher Andoh, SEA Enterprises - has over 10 years of professional and world classbusiness experience including enviable expertise in business consulting, strategic organiza-tion development, change management leadership, direction, and implementation. He willwork on the economic and financial analysis with focus on capital structure and financingneeds of the project. He holds a Master of Business Administration, Tulane University, A.BFreeman School of Business.Daniel Wagner, Country Risk Solutions - Daniel Wagner has more than 15 years of expe-rience assessing global country risk for four top AAA-rated organizations in the private andpublic sectors, and an additional 6 years of political risk insurance brokerage experience.He has published a book and more than 100 articles on political risk insurance, risk man-agement, terrorism, current events and related subjects. Daniel is a recognized authority onpolitical risk insurance and analysis, and has lectured at a dozen universities. .PRA has excellent senior relationships with all major banks, international anddomestic and major investors - public and private and will incorporate all rela-tionships contributing to this projects success.Additional experts will be included on an as-need basis.LENF Waste to Wealth Funding 17
  20. 20.   Post Road AdvisorsAPPENDIX A: Example of a Finance Summary Sheet.LENF Waste to Wealth Funding 18
  21. 21.   Post Road AdvisorsAPPENDIX B - PRA TransactionsAFRICAOriginate/Lead Arrange/Executed/Syndicated •Advisory - Ghana Grains Council – Ghana – restructured organization to focus on sequential development from currently 3 warehouses to ultimately 350 ($200MM). Supply chain fi- nance for food stability and PPP financing structure. •Advisory - Ghana Commodity Clearing House – Ghana – restructured organization, organized a recruitment drive, interviewed candidates and re-established team and authored Bank of Ghana compliant operating manual. •Advisory - Kenya – African Trade Insurance Trade finance insurer - CEO Advisory •Advisory - Tunis, Tunisia – African Development Bank - $100MM Infrastructure fund – Advi- sory •Morocco - $100MM – Jorf Las Far - Gas Fired Generator – project finance - PPP •Congo - $50MM – Ministry of Defense - Acquisition of Sikorsky helicopters - PPP •Nigeria - $90MM – Coca-Cola bottlers – underwrote project finance risk - PPP •Mozambique - $50MM – titanium oxide sands mining – underwrote project finance risk - Pvt •Ghana - $30MM – Ministry of Energy - power barge boats – underwrote risk - PPP •Sierra Leone - $15MM – diamond mining venture – underwrote risk - Private •Senegal - $30MM – gas fired power generation plant – financed acquisition - PPP •Algeria - $100MM – Sonatrach gaz pipeline – lender - Public •Tanzania - $10MM – Abercrombie & Fitch Safari Adventures – underwrote risk •Equitorial Guinea - $50MM – Oil and gas development – underwrote risk •Zambia - $50MM – KCCM copper mine – investment risk underwrittenAdvisory/Management - AfricaLENF Waste to Wealth Funding 19
  22. 22.   Post Road Advisors •Advisory - Togo – Started and managed 2 companies marketing the Zone Franche du Togo, re- porting directly to le Ministre de l’Economie and le President de la RepubliqueLATAM Venezuela •$36MM CADAFE transmission system, GE exporter - USExim supported. •$60MM – PDVSA – Structured Lease/Construction Loan – U/W – funding and complete sale to ANZ Shipping – Norway •$18MM – Ikdam – Loan – U/W and sale 100% to Fortum – Norway Brazil •$40MM BNDES supported transmission line. •Management of BNDES and PETROBRA relationship - Public (GE) Mexico •$150MM Leasing portfolio management - Private (GE) Dominican Republic •$18MM SME equipment leasing portfolio - Private (GE). Panama •$60MM revenue bonds placement - PublicRussiaOriginate/Lead Arrange/Executed/Syndicated •$156MM – Gazprom – Gas-Secured Export Receivables – Co-arranger in international loan syndicate and led sub-syndication to target hold. •$116MM - Sakalin Energy - Covered Bonds - Oilfield development/Drilling •$200MM – Citibank T/O – Corporate Credit - Working capital facility to support local busi- nesses with an OPIC 50/50 participation in all risksLENF Waste to Wealth Funding 20
  23. 23.   •$300MM Debt – Ministry of Transport - GETransport – Sale/Leaseback – 100 locomotive mod- ernization kits. •$116MM– Sakhalin – Project Finance - Underwrote and placed monoline wrapped bond.Advisory •$800MM– Aeroflot Advisory/Pratt&Whitney - Senior advisor for IL96 aircraft acquisition pro- gram.Turkmenistan •$50MM – Buzmein – Structured Trade - Arranged US Exim guaranteed loan and a local credit loan for a power-gen projectKazakhstan•$170MM – Air Kazakhstan – Sovereign - sale of 2 Boeing aircraft supported by US Exim and with local financing of the 15% cash paymentUzbekistan•Marketing to State Bank of Uzbekistan, TashkentCzech Republic •$18MM – Various Local SME Equipment Leases - Structuring and sale of Asset backed leases to CSOB.Poland, HungaryAdvisory - Working extensively with GE Money (Retail Bank) to consolidate lending offerings pro-viding short-term and long-term financing facilities to mid and large cap customers.MIDDLE EAST Turkey •$90MM – Coca-Cola - Turkey – Project Finance – PRI Insured capital market bond placed in USA/European markets. •$40MM – Ford Otosan – Project Finance – Loan to support manufacturing facility and expan- sion.LENF Waste to Wealth Funding 21
  24. 24.   •$150MM – Dilek Gurulek – Complex credit of a hydroelectric project sponsored by ABB (Aus- tria), ABB (Germany) and Electricite’ de France. Hermes, OeKB and Coface coordination as well as large local cost financing. •$9MM – TSKB – Corporate finance loan to finance a generator for the BisEnerji power project. •$56MM– Tekfen – Sovereign - Financing of a roadway guaranteed by the Turkish Treasury us- ing the OeKB program and local syndication •$18MM – TCDD – Sovereign - A US Exim guaranteed and a local loan for the 15% cash pay- ment to finance the acquisition of GM locomotives. Lebanon •$53MM – Solidere – Corporate Credit - Local syndication for $23MM loan to finance the envi- ronmental clean up of a waste dump site in Beirut. Saudi Arabia •$61MM – Saudi Oger – Corporate Credit - Lufthansa sale of aircraft interiors for 3 Boeing planes supported by HermesASIA Thailand •$430MM – Tri-Energy – Project Finance - arranged syndicated loan, debt service reserve and interest rate swap, arranged co insurance with MITI/J-Exim. Received Project Finance’s “Most Innovative Deal of Year Award” and Citibank “Customer Solution Award”. Thailand$30MM – India LNG Transport – Loan – asset backed – ship sale to Nynaes – Norway.LENF Waste to Wealth Funding 22