Solar Power Workshop Monday, February 27, 2012 7:30 8:30 Continental Breakfast & Registration

TRACK A: SOLAR TRANSMISSION & GRID INTEGRATION FOR SOLAR 8:30 8:45 Welcome & Introduction by the Chair Clifford Sikora, Partner, TROUTMAN SANDERS LLP 8:45 9:30 FERCs Perspectives on Transmission and Grid Integration for Solar Mike Jacobs, Director of Regulatory Affairs and Market Policy, XTREME POWER 9:30 10:30 Issues with Clearing the Interconnection Queuing Perspectives on Queue Reform and Positioning Moderator: Amie Colby, Partner, TROUTMAN SANDERS LLP Panelists: Mike Edwards, Director of Federal Regulatory Policy, PNM RESOURCES Martin Hermann, Chief Executive Officer, 8MINUTENERGY RENEWABLES Tom Wrenbeck, Director of Regulatory Strategy, ITC HOLDINGS CORP. 10:30 11:00 11:00 12:15 Networking Break Stranded Resources and Transmission - How To Solve The Problem of Getting Remote Solar and other Renewable Resources to Market Moderator: Dirk Mueller, Partner, WINSTON & STRAWN LLP Panelists: Ali Amirali, Senior Vice President, STARWOOD ENERGY GROUP Matthew J. Morey, Senior Consultant, CHRISTENSEN ASSOCIATES Chris Campbell, Vice President, Marketing and Business Development, A123 SYSTEMS ESG Bill Marsan, Vice President, General Counsel & Secretary, INDIANAPOLIS POWER & LIGHT COMPANY Brian Weber, Director of Transmission Joint Ventures, MIDAMERICAN ENERGY HOLDINGS COMPANY

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12:15 1:45 1:45 2:45

Group Luncheon What Does FERC Order No. 1000 Mean For Transmission Expansion and the Solar Community? Moderator: Clifford Sikora, Partner, TROUTMAN SANDERS LLP Panelists: Jim Avery, Senior Vice President for Power Supply, SDG&E Ron Belval, Manager Transmission Planning, WESTCONNECT Carl Zichella, Director of Western Transmission, NATURAL RESOURCES DEFENSE COUNCIL

2:45 3:15 3:15 4:00

Networking Break FERCs Final Rule on Regulation Compensation Presenter: Mike Jacobs, Director of Market Policy and Regulatory Affairs, XTREME POWER

4:00 4:15 4:15 5:30

Closing Remarks and Workshop Adjourns Clifford Sikora, Partner, TROUTMAN SANDERS LLP Networking Reception Hosted by: TROUTMAN SANDERS LLP TRACK B: SOLAR POWER PROJECT FINANCE TUTORIAL Risk Allocation and the Project Finance Structure

8:30 8:45 8:45 9:30

Welcome & Introduction by Chairman Frank Shaw, Counsel, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Solar Energy Project FinanceKey Concepts What is project finance and why use project finance? Key characteristics of renewable project finance structures Presenter: Mohammad Alam, President, ALYRA RENEWABLE ENERGY FINANCE, LLC

9:30 10:00

Risk Evaluation in Solar Project Development Basic premise allocate risk to the party best capable of managing that risk Identifying and assessing risk o Development and site risks o Offtake: volume/price o Construction o Performance/technology o Operation & Maintenance o Management o Transmission and curtailment

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o o Presenter: XXX

Credit risk of/to various parties Change in law risk

10:00 10:30 Networking Break 10:30 11:00 Contract Structuring, Documentation and Risk-Sharing Commercial issues and risk allocation in project finance documentation Capturing key covenants and identifying potential complications Structuring project agreements to allocate/manage risk who takes which risk and how do they manage these risks? Documenting the key project agreements PPA, EPC and O&M o Power contract pricing and commodity risk o Harmonizing equipment and BOP contracts o Completion, cost overrun, and performance guarantees o Long-term maintenance and warranties o Risk management and insurance o Force Majeure and change of law Ultimate objective: balancing risk and return Presenter: Frank Shaw, Counsel, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP How Financial Players Assess and Manage Risk 11:00 11:30 How Different Classes of Lenders Conduct Risk Analysis Understanding the roles of capital providers in solar financings arrangers, participants, underwriters, agent banks, tax equity and strategic equity Types of capital commitments underwritten, best efforts basis, syndicated loans, market flex and club deals Who are the playersand what roles do they play? o Non/limited recourse senior secured bank debt o Non/limited recourse senior secured institutional debt o Mezzanine/sub debt o Equity bridge o Multi-tranche debt o Construction vs. term loan o Fully amortizing vs. mini-perm o Tax equity Commercial lenders approaches to project credit analysis Capital markets financings o Rating agencies approaches to project credit analysis Presenter: Vincas Snipas, Director, Co-Head of Energy Project Finance, DEXIA CREDIT LOCAL 11:30 12:15 The Equity Investors Perspective - Financial Yardsticks Financial yardsticks used by investors o What are the different return thresholds to different parties and how do they correlate with the risk they take? o Matching investor risk appetites with project traits

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Main techniques for analyzing and assessing project risk Corporate cost of capital as a basis for evaluating project returns Trade-off between leveraging equity returns and the need to provide credit support Subordinated debt vs. equity and factors affecting choices between them

Presenter: Puon Alexander Penn, Senior Vice President, Head of CleanTech & Emerging Tech Markets, WELLS FARGO- COMMERCIAL BANKING 12:15 1:30 Group Luncheon Practical Applications 1:30 2:15 Case Study: Senior Secured Bank Debt Debt sizing coverage ratios, leverage and credit requirements Reserve requirements Cash flow/cash trap Covenants and defaults Understanding the lenders' security interests Intercreditor issues Exercise: Solar Financing Term Sheet Presenter: Vincas Snipas, Director, Co-Head of Energy Project Finance, DEXIA CREDIT LOCAL 2:15 2:45 Project Financial Modeling and Analysis Review of a generic renewable project finance spreadsheetunderstanding the key input/assumptions o Pre- and after-tax cash flow o Pre- and after- tax project return / IRR Sensitivities and simulations o the relationship between leverage, return, DSCR and project viability Sensitivity analysis how changes in key factors affect DSCR and equity IRR Exercise: Cash flow and sensitivity analysis of a project finance debt structure Presenter: Tuan Q. Pham, President, POWERFIN PARTNERS 2:45 3:15 3:15 3:45 Networking Break Tax equity structures in the post-Stimulus environment Tax benefits key driver in renewable project finance o Using ITC without the ITC grant o MACRS, bonus depreciation How tax incentives influence capital structures New entrants into the tax equity market Washington update Exercise: Partnership Flip and Lease Structures Presenter: Sean Shimamoto, Partner, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

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3:45 4:15

Todays Project Finance Markets for Solar Projects Recent activity in and current status of the project finance markets Key participants/providers of capital for solar projects Factors driving demand for project financeand the supply of commercial loans and equity investment Public policy drivers o Outlook for continued subsidies and incentives o State vs Federal drivers Hurdles and opportunities in todays markets Where is the solar finance market headed? Presenter: Mohammad Alam, President, ALYRA RENEWABLE ENERGY FINANCE, LLC

4:15 4:30 4:30 5:30

Closing Remarks and Workshop Adjourns Frank Shaw, Counsel, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Networking Reception Hosted by: TROUTMAN SANDERS LLP