Walter Heiser. DFDL, Bangkok, Thailand; Vientiane, Lao PDR. Member of the American Bar Association; Admitted in New York, New Jersey and Pennsylvania

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1 Adviser Profile Name: Position: Location: Experience: Nationality: Walter Heiser Partner Bangkok, Thailand; Vientiane, Lao PDR 30 years American Curriculum Vitae Membership in Professional Society: Member of the American Bar Association; Admitted in New York, New Jersey and Pennsylvania Key Qualifications: Walter Heiser has over 30 years experience as an attorney, developer, and project finance specialist for the electric power and infrastructure industries, including PSEG Global Inc., Covanta Energy Corporation and Meiya Power Company Ltd., worldwide developers, owners and operators of power sector assets. He has broad experience in developing, structuring, negotiating and financing energy projects and distribution companies in the United States, Brazil, Argentina, India, Southeast Asia and China. Walter holds an MBA from Columbia Business School, New York, a Juris Doctor degree from New York University School of Law and an AB, Economics & History from Columbia University, New York. Education: 1985 MBA., Columbia Business School, New York 1980 JD., New York University School of Law, New York 1977 AB., Economics & History, Columbia College, Columbia University, New York Employment Record: DFDL, Bangkok, Thailand; Vientiane, Lao PDR Partner (March 2016 Present) DFDL, Bangkok, Thailand; Vientiane, Lao PDR (2008 March 2016) Senior Counsel Power and Infrastructure Legal, Finance and Development Specialist - Key member of Energy, Mining and Infrastructure project team with emphasis on development and financing of hydroelectric and coal-fired power projects, the mining industry, industrial plantations, and the resort hotel sector. Focus on projects in the Lao PDR, Bangladesh, and Vietnam; Excellence. Creativity. Trust Since 1994 Phai Nam Road, House 004 Xieng Yeun Village (PO Box 2920) VIENTIANE, Lao PDR t: f: e: laos@dfdl.com B A N G L A D E S H C A M B O D I A * I N D O N E S I A * L A O P D R M Y A N M A R P H I L I P P I N E S * S I N G A P O R E T H A I L A N D V I E T N A M *DFDL collaborating firms

2 - Supervises company and project due diligence matters by local and foreign staff. Focus on lender and equity investor risk issues; and - Structures, negotiates and drafts project and financing documents including Power Purchase Agreements, Concession Agreements, EPC Contracts, Operations & Maintenance Agreements, Fuel Supply Agreements, Shareholder Agreements, Joint Venture Agreements, Land Leases, Equipment Leases, Loan Agreements, Security Documents, Subordination Agreements, and Inter-Creditor Agreements. Meiya Power Company Ltd., Hong Kong ( ) Senior Business Adviser Provided legal, financing, and project development advice concerning electric power projects with base in Bangkok, Thailand. - Key member of project team charged with developing new electric power generating facilities in Southeast Asia with focus on projects in Cambodia and Thailand; - Structured, negotiated and drafted key project documents including coal supply agreements, power purchase agreements, concession agreements, and EPC contracts; - Performed full project due diligence for new Southeast Asia project opportunities; and - Worked with finance group in the structuring and negotiation of non-recourse project finance. Yorick Advisory, Beijing, China ( ) Legal Counsel Provided legal, financing and project development advice concerning electric power and coal and metals mining and processing projects with base in Beijing, China and Bangkok, Thailand. - Advised clients on project opportunities in the electric power and the coal and metals industry sectors in China and Southeast Asia; - Performed extensive project due diligence for clients on electric power, coal, and metals projects in China, Laos, Vietnam, and the Philippines; - Assisted Chinese and Southeast Asian clients on structuring and obtaining project finance; and - Managed Yorick Advisory legal affairs. Covanta Energy Corporation, Fairfield, New Jersey, USA ( ) General Counsel Covanta Power International Holdings, Inc. Responsible for the legal function at Covanta Energy s Asia-Pacific and international operations based in Bangkok, Thailand. - Managed the Asia-Pacific and international legal functions for Covanta Energy; - Key member of executive team for active management of Covanta Energy s international electric power and thermal energy projects in India, Bangladesh, Thailand, China, the Philippines, Italy, Spain, and Costa Rica. Extensive involvement in finance, contracting, labor, pension, and asset redeployment activities; - Provided legal input to Covanta Energy s successful Chapter 11 reorganization process and subsequent re-financings; - Directed and managed the corporate rehabilitation of a Covanta Energy Philippine power asset; - Key negotiator, manager, and contract drafter on Covanta Energy s sale of selected power assets in Thailand, China, and Spain. PSEG Global Inc., Newark, New Jersey (a subsidiary of Public ( ) Service Enterprise Group Inc) Special Counsel, PSEG Brazil ( ) Project finance and project development specialist for Argentina and Brazil. Also responsible for general legal function at PSEG Global s Mercosul (Argentina and Brazil) operations based in Sao Paulo, Brazil. 2

3 - Managed the PSEG Global Mercosul (Argentina and Brazil) legal function; - Project finance specialist for Argentina and Brazil projects and operating companies USD 390M closed in 2000; and - Project development specialist for generation and distribution projects in Argentina and Brazil focused on 674 MW Brazilian cogeneration project and acquisition of major Argentine electric distribution company. Vice President and General Counsel, PSEG Asia ( ) Responsible for the legal function at PSEG Global s Asia-Pacific operations based in Hong Kong. Also involved in new business development. - Managed the Asia Pacific legal function; - Member of the Project Development and Financing Committee; - Executive team member responsible for evaluating and approving all Asia Pacific projects; and - Key development team member for projects in Thailand, China, the Philippines, and Indonesia. General Counsel, PSEG Global Headquarters, Ridgewood, New Jersey ( ) - Organized and managed the legal function for all PSEG Global activities prior to decentralization; - Key participant in initial start-up of PSEG Global; - Closed numerous cogeneration and independent power projects in the Americas; and - Key development team member for projects in the United States, Mexico, Argentina, and India. Mudge Rose Guthrie Alexander & Ferdon, New York ( ) Associate Responsible for corporate, contract, financing and leasing matters. - Handled contract negotiations for partnerships and joint ventures involving utilities, airlines, and equity investors; - Worked closely with the executive team at PSEG Global, representing them on energy investments; and - Equipment lease finance specialist. Consolidated Rail Corporation/Metropolitan Transportation Authority ( ) Attorney Corporate/Assistant Counsel Responsible for corporate, contract, tax, and pension matters. - Handled contract negotiations and drafting for equipment financing and procurement capital leases, conditional sales agreements and safe harbor leases for railroad and data processing equipment; and - Handled matters relating to the Metropolitan Transportation Authority takeover of Conrail commuter rail lines, establishing Metro-North. 3

4 Details of Major Projects Undertaken Focus on Power Projects Sector Asia Houay Ho Power Refinancing USD 86 Million (2015) Advised international lender consortium on refinancing of 150 MW hydropower project, including review of regulatory issues, drafting, and negotiation of Lao law security documents and issuance of legal opinion to Lenders. (Laos) Nam Ngiep 1 Financing USD Million (2014) Acted as local counsel to Project Company and Sponsors in relation to a 289 MW hydropower project, including review of main project and finance documents, advice on local regulatory requirements, negotiation of security documents, and issuance of legal opinion to Government and Lenders. (Laos) Xe Pian Xe Namnoy USD 719 Million (2014) Advised Sponsors and Project Company in relation to development and financing of 400 MW hydropower project, including advice on regulatory requirements and tax regime, negotiation of project documentation and financing documents, and issuance of legal opinion to Government and Lenders. (Laos) Nam Lik 1 Financing USD 86.8 Million (2014) Acted as local counsel to Sponsors and the Project Company in relation to a 64.7 MW hydropower project, including review of the main project documents, advice on local regulatory requirements, negotiation of local security documents, closing assistance, and issuance of legal opinion for Government and Lenders. (Laos) Xeset 3 Financing USD 45.6 Million (2014) Advised Export-Import Bank of China in relation to unsecured loan to Government of Lao PDR for on-loan to Electricité du Laos for construction of the Xeset 3 hydropower project. Escrow of certain EdL revenues to handle debt service. (Laos) Nam Ou Phase I Financing USD 770 Million (2013) Acted as local counsel to the Sponsor in relation to a 600 MW three cascade hydropower project, including project company share transfers, review of project documents and project permits, and issuance of legal opinions to Government and the Lender. (Laos) Phu Bia Mining Refinancing USD 275 Million (2013) Advised international lender consortium on Lao law aspects of copper and gold mine project company refinancing including interest rate swaps, foreign exchange hedges and commodities hedges, and Lao law security documents. (Laos) Phu Bia Mining Equipment Lease USD 23.5 Million (2013) Advised Lessor on Lao law aspects of copper and gold mine project company master equipment lease including tax and regulatory issues. (Laos) Lao Kaiyuan Potash Mine: Secured Bond Offering USD 30 Million (2012) Acted as local counsel to Underwriters in relation to secured bond financing of potash mining project. Project due diligence, review of project documents, prepared local security documents, review of finance documents and prospectus, and issuance of legal opinion. (Laos) Phu Bia Mining Financing/ Equipment Lease USD 180 Million (2011) Advised international lender consortium and Lessor on Lao law aspects of copper and gold mine project company financing restructuring and master equipment lease including interest rate swaps, foreign exchange hedges, and commodities hedges. Scope of work included project due diligence, review of governmental approvals and exemptions and drafting and negotiation of Lao law security assignment documents. (Laos) 4

5 Focus on Power Projects Sector Hongsa Mine Mouth Power Project Financing (2010) USD Billion Senior Loan; USD 150 Million Equity Loan Key team member in advising Thai lender consortium on Lao law aspects of combined lignite mine and 1,878 MW power project financing including interest rate swaps and foreign exchange hedges. Scope of work included project due diligence, review of governmental approvals and exemptions and drafting and negotiation of Lao law security documents. (Laos) Phu Bia Mining Refinancing/ Equipment Lease USD Million (2010) Key team member in advising international lender consortium and Lessor on Lao law aspects on copper and gold mine project refinancing and equipment lease including interest rate swaps, foreign exchange hedges and commodities hedges. Scope of work included project due diligence, review of governmental approvals and exemptions and drafting and negotiation of all Lao law security assignment documents. (Laos) Stora Enso Laos Plantation Project (2010) Key team member in advising developer on legal aspects of development of industrial tree plantation in Laos. Scope of work included project company formation, review of governmental approvals and exemptions and drafting and negotiation of Concession Agreement. (Laos) TBEC Laos Biogas Project (2010) Key team member in advising developer on legal aspects of development of biogas production facility in Laos utilizing waste liquids from adjacent cassava processing factory. Scope of work included project due diligence, formation of project company, review of governmental approvals and exemptions and drafting and negotiation of Biogas Sales Agreement and site Lease. (Laos) Nam Ngum 5 Financing USD Million (2010) Key team member in advising the Export-Import Bank of China on Lao law aspects of 120 MW hydropower project financing. Scope of work included project due diligence, review of governmental approvals and exemptions and drafting and negotiation of all Lao law security documents. (Laos) Nam Lik Financing USD 119.3M Lender (2009) Key team member in advising Chinese lender on all Lao law aspects of USD 119.3M hydroelectric power project financing in Laos. Scope of work included project due diligence, review of governmental approvals and exemptions and drafting and negotiation of all Lao law security documents. (Laos) Houay Ho Power Restructuring (2009) Key team member in advising foreign shareholders of 150 MW hydroelectric power project in Laos on structuring and Lao law aspects of multiple share transfers, and drafting and negotiation of all Lao law security documents with Lender group. (Laos) Jiaozuo Power Acquisition (2008) Advised Chinese aluminum company on documentation for acquisition of the AES Corporation s 70% ownership interest in the Jiaozuo 250MW coal-fired cogeneration facility. (China) Theun-Hinboun Refinancing and Expansion USD 197.5M /THB 13,940M Lenders (2008) Key team member in advising consortium of international banks on all Lao law aspects of USD 197.5M/ THB 13,940M hydroelectric power project refinancing and expansion in Laos. Scope of work included project due diligence, review of financing documents, review of governmental approvals and exemptions, review of project documents including the concession agreement, and drafting and negotiation of all Lao law security documents. (Laos) Huantai Cogeneration Divestiture (2006) Sale of Covanta Energy s 60% ownership interest in the Huantai 36MW coal-fired cogeneration facility. (China) Magellan Power Corporate Rehabilitation ( ) Corporate Rehabilitation of Covanta Energy s 100%-owned 63MW Magellan heavy fuel oil-fired generation facility. (Philippines) Bataan Facility Closure ( ) Closure of Covanta Energy s 100%-owned 58MW Bataan heavy fuel oil-fired generation facility. (Philippines) 5

6 Focus on Power Projects Sector Coal Bed Methane Project Divestiture (2005) Sale of Covanta Energy s equity interest in a coal bed methane project. (India) Naphtha Project Divestiture (2005) Sale of Covanta Energy s equity interest in, and settlement of all litigation concerning, a naphtha-fired generation project. (India) Sahacogen Cogeneration Facility Divestiture (2002) Sale of Covanta Energy s 75% ownership interest in the 132 MW Sahacogen gas-fired cogeneration facility. (Thailand) Rojana Power Cogeneration Facility Divestiture (2002) Sale of Covanta Energy s 25% ownership interest in the 165 MW Rojana Power gas-fired cogeneration facility. (Thailand) Operational Energy Group Divestiture (2002) Sale of Covanta Energy s 89.98% ownership interest in Operational Energy Group Limited, an electric power and thermal energy facility operations, and maintenance contractor with operations in Saudi Arabia and Thailand. (Thailand) PSEG Global China Recapitalization ( ) Lead negotiator on recapitalization and restructuring of PSEG Global s China coal and gas-fired and hydro generating assets and operations. 459 MW Chinese Generating Capacity ( ) Acquisition, development and financing of 450 MW of coal and gas-fired and hydro generating capacity in Jingyuan, Shanghai, Nanning, and Tongzhou, China. Sri U-Thong Acquisition (1997) Acquisition of a controlling interest in Sri U-Thong Company, a transmission and substation constructor in Thailand. MCHC Acquisition (1997) Acquisition of a minority interest in MCHC, a developer and owner of power plants in the Philippines. Europe Trezzo Waste-to-Energy Facility Refinancing (2004) Refinancing of Covanta Energy s 13%-owned Trezzo waste-to-energy facility. (Italy) Linasa Gas-Fired Cogeneration Facility Divestiture (2004) Sale of Covanta Energy s 50% ownership interest in the 15MW Linasa gas-fired cogeneration facility. (Spain) South America EDEERSA Acquisition (2000) Acquisition of 90% ownership interest in EDEERSA electric distribution company. (Argentina) Rio Grande Energia Refinancing (2000) USD 190M refinancing of Rio Grande Energia electric distribution company. (Brazil) EDEN/EDES Refinancing (2000) USD 200M refinancing of EDEN/EDES electric distribution company. (Argentina) San Nicolas Facility Acquisition (1992) Acquisition and initial financing of the San Nicolas coal-fired generation facility privatization in Argentina. First major coal plant privatization in Argentina. North America Eagle Point Cogeneration Development/Financing ( ) Development and financing of Eagle Point gas-fired cogeneration facility in New Jersey. 6

7 North America Hanford Cogeneration Development/Financing ( ) Acquisition, development and financing of the Hanford petroleum coke-fired cogeneration facility in California. Newark Bay Cogeneration Development/Financing ( ) Development and financing of the Newark Bay gas-fired cogeneration facility in New Jersey. US Power Generation Facilities Development/Financing ( ) Acquisition, development and financing of numerous gas-fired, petroleum coke-fired, waste wood-fired, and hydroelectric generation facilities in New York, California, Pennsylvania, Maine, and New Jersey. Recognition: Walter Heiser is highly regarded for his expertise in hydroelectric and coal-fired power projects, mining and the resorts and hotel sector. "He has substantial experience in foreign investments and is creative in problemsolving", clients affirm. (Chambers Asia 2012) Is lauded by clients as both professional and efficient, and his sound knowledge of local law proves a strong asset for international clients. (Chambers Asia 2011) Languages: Speaking Reading Writing English Excellent Excellent Excellent Portuguese Good Excellent Fair BANGLADESH Dhaka bangladesh@dfdl.com CAMBODIA* Phnom Penh cambodia@dfdl.com * DFDL collaborating firms INDONESIA* Jakarta indonesia@dfdl.com LAO PDR Vientiane laos@dfdl.com MYANMAR Naypyidaw Yangon myanmar@dfdl.com PHILIPPINES* Manila info@ocamposuralvo.com SINGAPORE singapore@dfdl.com THAILAND Bangkok Samui thailand@dfdl.com Phuket phuket@dfdl.com VIETNAM Hanoi hanoi@dfdl.com Ho Chi Minh City hcmc@dfdl.com