Energy Overview Experience _PDF_ - Thompson Hine LLP

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					SHALE ENERGY &
INFRASTRUCTURE
   TASK FORCE
Overview
Building on our experience over more than 30 years in the oil and gas industry, lawyers in Thompson
Hine’s Shale Energy & Infrastructure Task Force understand the significant effect that shale development
has on state economies. We are a highly collaborative multidisciplinary group offering extensive
experience to clients such as:
                                                         Independent power producers
 Construction companies                                 Manufacturers
 Electric utilities                                     Mining companies
 Financial institutions                                 Oil and gas exploration and production
 Gas and petroleum production equipment                     companies
    manufacturers                                        Real estate developers and owners
 Gas transmission businesses                            Transportation companies

Here are examples of the kinds of matters we have handled:

   All aspects of oil and gas exploration and                  Investment management advice including
    production                                                   structural, transactional and regulatory
   Natural resources law                                        advice to mutual funds, hedge funds,
   Gas collection, transmission and distribution                registered investment advisers and broker-
   Energy project development, contracting,                     dealers
    regulation and project finance for a wide                   Regulatory advice and counsel – mining,
    range of facilities                                          environmental, energy, supply chain
   Management of air emissions, wastewater                      management, tax and proactive practices
    discharges and waste disposal permitting,                   Consultation to landowners and developers
    pollution control planning and enforcement                   on leasing mineral interests to producers
    defense                                                     Litigation on emerging issues relevant to
   Product stewardship/chemical regulation,                     shale development, traditional
    including regulatory approvals for new                       environmental law, toxic and mass tort,
    products, formulations and chemicals under                   nuisance, product liability, insurance and
    the Toxic Substances Control Act; Federal                    risk management, and applications in federal
    Insecticide, Fungicide, and Rodenticide Act;                 and state venues
    and chemical-specific mandates                              Transportation and supply chain
   Public and private securities transactions                   management at the company, city, county
    involving entrepreneurs, venture capitalists,                and state levels, working with critical
    public companies, private equity investors                   national transportation precedents
    and management groups

The Experience You Need. Our collective experience includes representing oil and gas industry clients
over the past 30 years in all aspects of oil and gas exploration and production, including counseling on
regulatory issues and negotiating mineral leases and mineral asset acquisitions and divestitures. Active in
the professional community, we often serve in leadership roles in real estate and industrial trade groups
and the American Bar Association. The depth and scope of our experience and the seamless integration of
relevant practices within our firm facilitates this multidisciplinary effort. Below is a brief overview of our
relevant services and experience, with links to additional information and representative matters in each
practice area, should you wish to delve more deeply into our specific experience.



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Litigation
Our practice includes many experienced trial lawyers with substantive understanding of business
transactions, operations and priorities. We handle cases ranging from complex civil claims to class actions
and white-collar criminal matters in courts across the country, as well as international arbitrations. Our
litigation strategy in each matter is built around achieving our client’s objectives, which we understand
may be driven by broader business priorities and relationships.

We handle disputes as varied and complex as today’s business world, and our size and breadth benefit
clients in virtually every kind of commercial dispute. We represent major financial institutions and
business clients of all kinds in matters ranging from securities fraud to ERISA to fiduciary litigation;
corporate control contests, insurance disputes and class actions; disputes between competitors, such as
trade secret misappropriation, unfair competition, antitrust and trade practices matters; and disputes
between our clients and their suppliers, vendors and customers.

We have a long history of defending clients against mass and toxic tort claims, litigating every type of
real estate case including eminent domain cases, and representing developers and property owners,
landlords and tenants in real estate litigation.

Litigation – Additional Information

Mass and Toxic Tort. We have a long history of helping clients navigate the complex legal issues
accompanying mass and toxic tort claims. But handling mass and toxic tort trials, appeals and claim
resolution is just a part of what we do. Preventive counseling of our clients, with the goal of avoiding
lawsuits, is a strategic value we provide. We review regulatory and compliance issues and conduct audits
to help clients identify and correct potential problems – before they occur. We have extensive experience
in organizing, preparing and executing all aspects of mass and toxic tort defense, including discovery,
pretrial proceedings and trial. We have access to world-renowned experts in fields including
environmental consulting, epidemiology, industrial hygiene, oncology, rheumatology, internal medicine,
pathology, bacteriology and toxicology. Our group includes lawyers who are members of the American
College of Trial Lawyers, the International Association of Defense Counsel, the Defense Research
Institute, the International Society of Barristers, the Network of Trial Law Firms, the Federation of
Defense & Corporate Counsel, The Force and the United States Law Firm Group.

Eminent Domain. We have litigated every imaginable kind of real estate case, from eminent domain
cases to breach of representation/warranty cases, to zoning and building code violation cases. On the
subject of eminent domain litigation, we regularly counsel clients through the series of public hearings,
private negotiations and mandatory filings involved in such litigation. When litigation actually ensues, we
have significant experience resolving the most contentious and high-stakes cases in the courtroom, or by
settlement.

Commercial Lease Disputes and Real Estate Litigation. We represent property owners and developers as
well as landlords and tenants in all kinds of lease disputes and other types of real estate litigation. We
frequently represent retail landlords in the enforcement of tenant leases through litigation and pre-
litigation settlements. The disputes involve such issues as fee and tax calculations, continuous operations
clauses, exclusivity provisions, relocation clauses, termination agreements, premises liability and security
matters.



                                                  PAGE 3
Litigation – Representative Matters

Mass & Toxic Tort

   Defending the world’s largest coatings manufacturer against claims of personal injury and diminution
    of property values due to alleged exposure to solvents allegedly emanating from a former Kentucky
    facility.
   Defending the world’s second-largest coatings manufacturer in a putative class action involving
    potentially 28,000 residences and 38,000 residents. The plaintiffs seek medical monitoring and
    damages for diminution of property values due to the alleged presence of hexavalent chrome
    allegedly emanating from the manufacturer’s former operations in New Jersey.
   Defeating class certification on behalf of a number of chemical suppliers in an action brought by
    former employees of a PVC production facility seeking medical monitoring damages. The denial of
    certification was upheld on appeal to the New Jersey Supreme Court.
   Defending a putative class action alleging injury due to exposure to diisocyanates.
   Defeating a proposed national class action regarding Federal Insecticide, Fungicide and Rodenticide
    Act-registered acaricide.
   Providing defense and obtaining settlement in a federal court class action involving persistent
    chlorinated hydrocarbon contaminating 20 miles of a nearby stream.
   Serving as national counsel for a major materials building company in tens of thousands of personal
    injury asbestos cases and more than 100 property damage cases. Cases include national class actions,
    statewide class actions and jury trials.
   Obtaining reduction in size and scope of class and eventual settlement of property damage claims
    arising from offsite migration of chlorinated hydrocarbon.
   Obtaining a full defense verdict in a complex breach of contract case brought by an asbestos
    abatement and demolition contractor against the owner of a PCB- and asbestos-contaminated site for
    damages in excess of $1.3 million.
   Representing a coatings manufacturer in a mass action in Lexington, Kentucky regarding claims of
    Parkinson’s Disease and parkinsonism as a result of occupational solvent exposure.
   Defending numerous maritime and industrial clients in cases involving benzene exposure.
   Serving as consulting counsel to other firms on defense of benzene cases.
   Serving as national counsel for many of the largest chemical companies and the industry trade
    association in a significant number of wrongful death, class action, personal injury and industry-wide
    conspiracy claims involving vinyl chloride exposure.
   Serving as Ohio counsel in approximately 600 cases for an international flavors company in defense
    of claims alleging lung injury due to exposure to butter flavoring.
   Serving as Ohio counsel to a former lead pigment manufacturer in cases brought by the Ohio attorney
    general and nine municipalities alleging public nuisance and seeking abatement and compensating
    damages.
   Serving as counsel for a major U.S. manufacturer in the defense of hundreds of claims alleging injury
    to welders and welders’ helpers due to exposure to welding rod fumes.
   Serving as Ohio counsel in more than 1,800 silica cases and as co-counsel in other jurisdictions.
   Acting as a member of the core group of firms leading the defense strategy in Ohio, one of the most
    active jurisdictions for silica-related litigation.
   Developing experts in the fields of epidemiology, endocrinology, pathology, oncology, molecular
    biology, obstetrics and gynecology, neuropathology, neurology, radiology, cardiology, reproductive




                                                 PAGE 4
    endocrinology and pulmonology, as well as in the areas of breast surgery, environmental health
    sciences and public health sciences.

Eminent Domain

   Representing the Cleveland-Cuyahoga County Port Authority in a five-week bench trial in an eminent
    domain action to acquire 14 commercial properties for the largest downtown Cleveland real estate
    redevelopment project in over 30 years, involving a $400 million mixed-use housing, office and retail
    project on the east bank of the Cuyahoga River. After five weeks of trial, all property owners agreed
    to settle and transfer all property to the project.
   Winning a defense verdict in state court in the largest-ever commercial eminent domain trial in Ohio
    history, enabling the city of Cleveland to expand Cleveland Hopkins International Airport. The
    defense verdict prevented the neighboring city of Brook Park from taking Cleveland’s property by
    eminent domain for its economic development purposes. Because the 180-acre tract was the only
    reasonable location for planned and necessary airport expansion, including a new international
    runway, building an entirely new airport at a greenfield site was not an option, and Cleveland stood to
    incur billions of dollars in economic development damages.
   Representing a utility in the reconstruction of 40 miles of electric transmission lines stretched across
    vacant land, commercial properties and private residences. The diverse landscape created more than
    60 eminent domain cases covering a range of issues, including the impact of electromagnetic fields
    upon nearby property value, assignment of proceeds from the sale of timber cut for the right-of-way,
    the usefulness of a severed portion of property and constitutional challenges. A minimal number of
    courtroom trials were resolved pre-verdict, while many matters were settled by our challenge of
    property owners’ appraisers and their methodology.
   Representing a property owner in its fight against the appropriation of the largest remaining
    underdeveloped parcel of land in Cuyahoga County, Ohio. The landowner challenged both the right
    to take and the valuation by Norfolk Southern Railroad of land to be used for parking truck trailers at
    a new intermodal facility. The railroad prevailed on the taking but we secured a jury verdict awarding
    compensation in an amount more than six times higher than the railroad’s initial offer.
   Representing a private property owner in Ohio in one of the largest eminent domain cases, resulting
    in a verdict in favor of our client for almost 50 percent more than the amount the U.S. government
    argued the property was worth.
   Representing the owner of an office tower in an inverse condemnation suit against a city and county
    in a matter involving the demolition by the city of a connecting skyway while it was razing its major
    league ballpark. We won a decision establishing that our client had compensable property rights for
    the seizure and destruction of its walkway.

Commercial Lease Disputes and Real Estate Litigation

We represent property owners and developers as well as landlords and tenants in lease disputes and other
types of real estate litigation. We frequently represent retail landlords in the enforcement of tenant leases
through litigation and pre-litigation settlements. The disputes involve such issues as fee and tax
calculations, continuous operations clauses, exclusivity provisions, relocation clauses, termination
agreements, premises liability and security matters. Our work has included:

   Obtaining a nearly $1 million settlement for a grocer client after its landlord secretly decided to knock
    the shopping center down to make way for a home improvement store.



                                                   PAGE 5
   Representing a leading U.S. retailer in a multimillion-dollar commercial lease dispute. The
    responsibility for paying the award was shared by the landlord and multiple third parties we brought
    into the case.
   Representing a large manufacturing client who was the tenant in a commercial landlord/tenant dispute
    over defects in construction.
   Representing a national real estate development and property management company in various
    commercial tenant disputes.
   Terminating a 99-year lease after the mortgage in a sale-leaseback transaction had been paid.




                                                PAGE 6
Administrative Law & Regulatory Compliance
In civil, criminal and administrative law matters, we provide experienced counsel and advocacy to clients
concerning their compliance obligations under local, state and federal laws. In addition to helping them
obtain permits in a timely fashion, we effectively defend them in enforcement actions and advise them on
practical ways to comply. In all such matters, we can customize client-specific approaches to manage and
allocate risk.

We guide clients in developing effective and cost-efficient business solutions, and we are adept in
avoiding or resolving the many conflicts that can arise in the face of complex and challenging regulations
that impact oil and gas well permitting and other mining activities.

Administrative Law & Regulatory Compliance – Additional Information

We help our clients navigate a sea of federal, state and local programs that regulate:
                                                            Generation, storage, treatment and disposal
 Shale development and natural gas                             of hazardous waste
   collection and transportation systems                    Transportation and storage of hazardous
 Oil and gas production                                        materials
 Surface coal mining (including reclamation                Installation and operation of underground
   of surface coal mines)                                       injection wells, underground storage tanks
 Air pollution emissions                                       and surface impoundments
 Point and nonpoint-source water pollution                 Groundwater protection
   discharges                                               Emergency response, Superfund and air
 Wetlands                                                      quality issues (under the Emergency
 Siting, installation and operation of major                   Planning and Community Right-to-Know
   utility facilities, including oil and gas                    Act, Superfund Amendments and
   pipelines                                                    Reauthorization Act, and Title III of the
 Workplace health and safety issues                            Clean Air Act)
                                                            Siting, installation and operation of solid
                                                                waste facilities




                                                  PAGE 7
Natural Resources
We have on-point experience in the natural resources arena, both inside and outside government and oil
and gas companies. We deal effectively with federal, state and local regulations and laws concerning the
exploitation of natural resources, including oil and gas production, coal mining and reclamation, and the
mining of other industrial minerals. Our experience includes counseling related to:

   Permits for oil and gas wells, and for coal and industrial mineral extraction operations
   Administrative appeals from the issuance or denial of oil and gas wells
   Coal and industrial mineral permits
   Administrative orders directed at noncompliance with regulatory requirements pertaining to oil and
    gas production
   Coal mining and industrial minerals extraction
   Governmental enforcement litigation against oil and gas well operators
   Coal and industrial minerals operations
   Legal challenges to agency rule-making
   Not-in-my-backyard litigation mounted by citizen or neighbor groups against coal, industrial mineral,
    or oil and gas production facilities, whether under statutory or common law (e.g., nuisance, trespass,
    ultra-hazardous activity) theories

Natural Resources – Additional Information

We have represented clients in the oil and gas industry for many years. We bring an added dimension to
our counsel in this area of the law that few other firms can provide. In addition to lawyers who have spent
their careers in private law firm practices, our group includes those who have served as in-house counsel
to corporations involved in natural resource exploration and production as well as counsel to regulatory
agencies, including the Ohio Division of Mineral Resources Management. For example, one of our
lawyers helped write Ohio’s “C” surface mining law, as well as the (then) Ohio Division of Reclamation
implementing regulations, and shepherded both through the approval process overseen by the Federal
Office of Surface Mining. Another lawyer is the former general counsel for an Ohio oil and gas company.

Natural Resources – Relevant Experience

   Representing producers in regulatory matters, as well as in litigation involving rights and obligations
    under operating and joint venture agreements.
   Negotiating mineral leases and providing advice on all legal aspects of mineral asset acquisitions and
    divestitures.
   Advising on Ohio law issues for a company that purchased substantial shale assets.
   Consulting with landowners and developers in relation to the leasing of mineral interests to producers.
   Writing Ohio’s Surface Coal Mining C laws and regulations.
   Serving as hearing officer for Ohio Division of Minerals Resources Management.
   Serving as chief counsel to the legislative Board on Unreclaimed Strip-Mined Lands.
   Representing the Ottawa Tribe of Oklahoma in Lake Erie fishing rights litigation against the Ohio
    Department of Natural Resources.
   Representing the state of Ohio in litigation challenging the U.S. Department of the Interior’s initial
    natural resource damage regulations.



                                                  PAGE 4
   Litigating injunctive remedies available to ODMR for violations of Ohio’s industrial minerals
    permitting scheme.
   Advising a mining client regarding reclamation obligations under Ohio’s surface mining laws.
   Representing clients in enforcement litigation involving brine spills and releases, and the failure to
    reclaim brine pits at active oil and gas production sites in Ohio.
   Representing a client in a fish kill case involving brine releases from a brine pit.




                                                  PAGE 5
Environmental
As one of the largest and most experienced environmental groups in the midwestern United States, we
provide a full range of services, with emphasis on permitting and regulatory compliance, environmental
litigation and enforcement defense, remediation, property transactions, brownfield redevelopment and
other matters. The breadth and depth of our practice includes experience in highly specialized areas,
including those relevant to oil and gas production in the Ohio shale resources. Through case work, prior
work experience and professional associations, we have established strong working relationships with
local, state and federal regulators as well as with peers and technical consultants in the environmental
field. Several lawyers in our group have prior work experience with the U.S. Environmental Protection
Agency (EPA) and state attorneys general offices. Some have acted as special counsel to the Ohio EPA or
chaired the environmental sections of their local and state bar associations and committees. Our practice
has been recognized as a leading group in Chambers USA: America’s Leading Lawyers for Business and
by U.S. News/Best Lawyers, among others, and many of our lawyers have received recognition as leading
practitioners in environmental law.

We have extensive experience with:

   Wetlands and wastewater permitting and compliance counseling
   State water quality certifications and other wastewater issues
   Solid waste landfill permitting and compliance
   Underground injection control permits
   Mandatory and voluntary remediation programs (including releases from pipelines)
   Environmental impact statements and proposed findings of no significant impact under the National
    Environmental Policy Act (NEPA) and analogous state programs, along with state and federal
    permitting for pipeline and other energy projects
   Litigation (including toxic tort cases, enforcement actions, citizen suits and class action defense)
   Administrative, licensing, adjudicatory and appellate proceedings before state and federal agencies
    (including the Ohio Power Siting Board) for a variety of regulated entities including utilities, landfills
    and hazardous waste facilities
   Environmental due diligence and counseling on environmental aspects of real estate and corporate
    transactions
   Health and safety compliance counseling and enforcement defense

To view additional information and representative matters in this area, please click HERE.

Environmental – Additional Information

Our group is ranked a leading environmental practice in Chambers USA: America’s Leading Lawyers for
Business and in “Best Law Firms” by U.S. News Media Group/Best Lawyers, among other authorities. In
addition, individual lawyers in our group are recognized as leaders in the field in Chambers USA, Best
Lawyers and International Who’s Who in Environmental Law and by The American College of
Environmental Lawyers.

Our litigation work includes:

   Civil, criminal and administrative enforcement actions, as well as permit challenges and appeals cases


                                                   PAGE 6
   Superfund defense and cost-recovery cases
   Citizen suits
   Toxic tort cases
   Class action defense
   Solid and hazardous waste litigation
   Facility siting cases for a variety of regulated entities, including landfills; hazardous waste treatment,
    storage and disposal facilities; utilities; and chemical and manufacturing facilities
   Treatment of environmental liabilities in bankruptcy proceedings
   OSHA enforcement actions

Our regulatory and legislative counseling work entails:

   Permitting and compliance issues involving air, water, toxic substances, climate change, and solid and
    hazardous waste
   Investigations and cleanups under mandatory and voluntary programs
   Brownfield redevelopment
   OSHA compliance
   Auditing and structuring clients’ environmental, health and safety compliance and sustainability
    policies and programs
   Participating in legislative and rulemaking proceedings on behalf of clients

Our transactional work involves:

   Mergers, dispositions and acquisitions of businesses and business assets of all sizes
   Representing financial institutions in lender liability issues
   Counseling public companies in SEC disclosure issues

Environmental – Representative Matters

Environmental Regulatory Counseling

   Advising on compliance, auditing, permitting, and environmental investigations/cleanups.
   Assisting with National Pollutant Discharge Elimination System, Resource Conservation Recovery
    Act (RCRA) and Title V air permitting for numerous facilities in the chemical, manufacturing, pulp
    and paper and foundry industries.
   Counseling on Title V, Prevention of Significant Deterioration and New Source Review permitting
    for coal-fired electric generating facilities.
   Assisting in the preparation of environmental, health and safety management systems and the
    implementation of environmental health and safety codes and policies.
   Assisting numerous clients in Ohio and other states with compliance with Title V permitting
    requirements, including applicability assessments, completing applications and negotiating terms and
    conditions.
   Counseling business entities regarding permitting and compliance requirements under the Clean Air
    Act (CAA), Clean Water Act (CWA), RCRA, Toxic Substances Control Act and analogous state
    programs.
   Representing a manufacturing company in an enforcement action for alleged solid waste disposal
    violations on the client’s property, which were resolved in a consent agreement.


                                                   PAGE 7
Environmental Litigation

   Defending citizens’ suits brought under the CAA, CWA and RCRA against such diverse entities as a
    municipal airport, a rubber products manufacturer and a sanitary landfill.
   Acting as common counsel in numerous Comprehensive Environmental Response, Compensation and
    Liability Act (CERCLA) cases involving groundwater, surface water and stream sediment
    contamination.
   Defending and settling a federal court class action involving persistent chlorinated hydrocarbon
    contaminating 20 miles of a nearby stream.
   Representing one of two defendants in White River (Indiana) fish kill case involving federal, state
    and class action claims seeking civil damages and penalties exceeding $50 million and federal
    criminal prosecution under the CWA.
   Defending multiphase CERCLA litigation involving toluene diisocyanate contamination.

Brownfields

   Representing clients in numerous cleanup projects under state mandatory and voluntary programs,
    including the Ohio Voluntary Action Program.
   Advising numerous developers in taking advantage of the Ohio Voluntary Action Program (and
    associated financing/tax increment financing programs) in support of their plans to convert existing
    manufacturing land uses to light industrial, commercial, warehouse or residential developments.
   Representing a company in a RCRA closure and corrective action under a consent agreement with
    EPA and a negotiated settlement with the former owner of the property requiring the former owner to
    take back the title to the property, assume responsibility for closure and corrective action, and
    reimburse costs.
   Serving as partner legal adviser to an international manufacturing company in connection with the
    consolidation of U.S. facilities resulting in investigation and cleanup of closed facilities across the
    country under mandatory and voluntary programs and providing assistance on environmental aspects
    of sale or gifting of such properties.

Environmental-Related Transactions

   Performing due diligence (often involving Phase I and Phase II environmental site assessments),
    negotiation and strategic planning with respect to environmental issues in corporate and real estate
    acquisitions and sales involving the leveraged buyout of a highway construction and chemical
    manufacturer with more than 70 facilities in 25 states.
   Supporting property owners and lenders with environmental issues as they have worked through their
    strategies to develop or dispose of distressed properties.
   Representing a lending institution on environmental issues relating to the sale of more than 500
    branch offices.
   Representing sellers, buyers and developers of environmentally impaired real estate (e.g., chemical
    manufacturing plants, foundries, etc.).
   Assisting with the acquisition and disposition of chemical manufacturing, powdered metal product,
    metal fabricating, foundry, paper production, paint, utility, cogeneration and plastic molding facilities.
   Handling brownfield redevelopments of a manufacturing facility converted into a transportation,
    logistics and warehousing complex and of a historic arcade converted into a hotel/retail complex.




                                                   PAGE 8
   Providing environmental due diligence and management of investigations for the construction of a
    sports complex and associated commercial development.




                                                PAGE 9
Real Estate
Legal issues involving real property arise in three contexts, and we have a deep bench of experience in all
of them:

   Transactions (e.g., buy/sell agreements, lease agreements, financing agreements, construction
    agreements, development agreements, real estate joint venture agreements)
   Regulatory (e.g., zoning requirements, historic preservation, building codes, fire codes)
   Public and private litigation (e.g., eminent domain, breach of warranty/representation, indemnity,
    violation of zoning/building/fire codes)

Our nationally acclaimed Real Estate practice group represents clients in all segments of the real estate
industry domestically and internationally. With extensive depth and breadth of experience, we provide
innovative solutions and services through all real estate cycles. Our group is ranked a top-tier firm in Ohio
in Chambers USA: America’s Leading Lawyers for Business. Four of our lawyers are members of the
prestigious American College of Real Estate Lawyers, including one who serves as its president, and
many are leading members in key industry organizations. We have handled billions of dollars in
transactions in every state in the country and abroad.

Real Estate – Additional Information

With respect to oil and gas and other energy-related projects, our real estate lawyers have represented
clients for many years on a variety of projects involving different energy sources.

Regulatory – Land Use, Planning and Zoning. Our clients rely on us to represent them in zoning and
development disputes in front of federal, state and local governing bodies. We have represented
developers, hospitals, corporations, landowners, cell phone service providers, families, homeowners’
associations and townships in virtually all aspects of zoning. We counsel public and private entities
through administrative proceedings and into the courtroom, if necessary, in matters related to zoning,
permitting and plan approvals, while conducting due diligence investigations to establish or preserve our
clients’ rights to the use of land.

Infrastructure. We have experience with a wide range of infrastructure matters, including projects
relating to energy. From planning, development, acquisition, financing and refinancing, to the
management, operation and sale of infrastructure and energy assets, our lawyers work with clients to
achieve the desired results.

Real Estate – Representative Matters

Land Use, Planning and Zoning

   Representing an acquirer of interests in thousands of oil and gas leases in Ohio related to Marcellus
    shale exploration and development.
   Representing a retail developer in the evaluation of an oil and gas leasing program, including advice
    on the negotiation of oil and gas leases, development of a lease template, development of a review
    template for title and loan documents, REAs and leases and summary memo form, and preparation of
    review packages for numerous sites.


                                                  PAGE 10
   Representing a property owner in acquiring oil and gas interests encumbering rural tracts.
   Representing a nonprofit organization in negotiating several oil and gas leases on campgrounds.
   Representing property owners in negotiating oil and gas leases.
   Representing a major alternative energy company in solar ground leases for utility-class facilities in
    California, Arizona, New Jersey and Toronto.
   Representing a national wireless network in new cell site leasing work in the Indianapolis, Cincinnati,
    Cleveland, Columbus and Pittsburgh markets.
   Representing the seller of communications towers in portfolio sales including separate sales of 161
    towers, 17 towers and 21 towers.
   Representing a developer in the defeat of a citizen lawsuit challenging the developer’s creation of a
    community authority.
   Obtaining subdivision approval for a new phase of a subdivision, applying former rules rather than
    newly enacted rules that would have decreased lot density.
   Winning mandatory injunctive relief directing immediate removal of a fence blocking access to
    parking necessary for a restaurant’s grand opening, in a dispute between co-tenants of a shopping
    center.
   Providing comprehensive representation for property owners holding three of four quadrants at a $19
    million interchange involving bridge, utility and roadway relocation.
   Representing a national developer in connection with the proposed annexation and rezoning of a 160
    acre power center in Medina County, Ohio.
   Representing an international company that conducts auction sales of industrial equipment in the
    zoning of land on Interstate 70 near Springfield, Ohio, for the development of an auction facility.
   Representing a cell phone service provider in its appeal to the court of common pleas in defending an
    easement for a cellular monopole granted by a municipal BZA in accordance with Ohio law and the
    Federal Telecommunications Act.
   Representing a corporation in the $650 million purchase of paper mills plus 650,000 acres of
    timberland in several New England and Midwestern states.
   Representing a port authority in connection with strategy and planning on proposed redevelopment of
    more than 100 acres of lakefront property.
   Representing a real estate investment firm in the acquisition of a portfolio of more than 600 acres of
    prime industrial land in four different sites and in the planned development and construction of $200
    million of industrial/office facilities.

Infrastructure

   Representing a client in the reconstruction of 40 miles of electric transmission lines across vacant
    land, commercial properties and private residences. The diverse landscape created more than 60
    eminent domain cases covering a range of issues, including the impact of electromagnetic fields upon
    nearby property value, the assignment of proceeds from the sale of timber cut for the right-of-way,
    the usefulness of a severed portion of property and constitutional challenges. Many matters were
    settled by our challenge of property owners’ appraisers and their methodologies, while a minimal
    number of courtroom trials were resolved pre-verdict.
   Advising the owner in restructuring the ownership of two wind farms in California, including
    structuring the ownership to meet FERC requirements for utility ownership and to support acquisition
    in the $58 million transaction.




                                                 PAGE 11
   Providing counsel related to equity investment for an ethanol facility in the Southeast, a biomass plant
    in New Hampshire, a wind farm in New York and a wind farm in New Hampshire for joint
    development, equity contribution and debt term sheets drafting and development.
   Assisting in the sale and leaseback of more than 3,000 cellular towers in a multistate, multi-tranche
    transaction, including master lease arrangements with national cellular tower operating companies.
   Representing a leading real estate investment trust, as landlord, in the development and
    implementation of a national tower leasing program.




                                                 PAGE 12
Corporate
Our Corporate Transactions & Securities practice group represents a wide range of emerging and
established businesses, including publicly traded companies, private companies and their owners, and
investment companies and advisers in their most important transactions. We have extensive experience
handling complex mergers and acquisitions, including both large and middle-market deals, as well as
multinational transactions. Our broad experience across many industries increases our effectiveness in
helping our clients accomplish their goals.

Our securities practice includes initial public offerings and other public debt and equity offerings,
representing both issuers and underwriters. We advise on public and private company governance issues.
We represent venture capital and private equity funds as well as other private investors on a full range of
fund formation, private securities transactions and related corporate transactions. Our investment
management group provides a full range of services to registered mutual funds, investment advisers and
hedge funds, including fund formation and regulatory issues.

Corporate – Additional Information

Mergers & Acquisitions

We have completed M&A transactions using a variety of deal structures, including purchases of stock or
assets, mergers and consolidations, tender offers, and joint ventures. Some of these transactions resulted
from negotiations between two parties, while others involved multi-party transactions or auctions. The
consideration involved in these transactions has included both cash and stock (in private placements as
well as registered offerings).

Government Contracting Services

Our Government Contracting practice focuses on a variety of legal issues relating to government contract
law. We work with clients on matters involving the Department of Defense, Department of Energy,
General Services Administration, EPA, Department of State and Small Business Administration. We
provide government contractors with comprehensive legal services, including:

Corporate Transactions Relating to Government Contractors

Mergers, acquisitions, divestitures, joint ventures and teaming in the government contracts area present
many issues involved in typical M&A transactions as well as considerations associated with government
contracts, including:

       MBE/WBE, Small Business, Service Disabled and other participation programs
       Ownership by non-U.S. persons and Exon-Florio submissions
       Due diligence
       Maintenance of security clearances
       Contract novation
       Cost recovery limitations
       Security requirements
       Conflicts of interest


                                                 PAGE 13
       Transfer and use of intellectual property and technical data rights

Contracts

We assist our clients in contract formation and post-award matters, including:

       Responses to invitations for bids, RFPs or RFQs, and other solicitations
       FAR and DFAR interpretation and compliance
       Contract warranties, invoicing and cost principles
       Contract changes and terminations
       Suspensions of work, delay and acceleration
       Defective specifications
       Defective pricing and cost disallowance
       Overdue payments
       Technical data and intellectual property rights ownership and protection
       Prime contractor-subcontractor disputes
       Claims preparation and litigation before the GAO, procuring agencies, the Armed Services Board
        of Contract Appeals, the U.S. Court of Federal Claims, and other federal and state courts

Whistle-Blower, Fraud Investigations and Suspension/Debarment Actions

We have experience advising clients on internal and government investigations and audits and defending
allegations concerning fraud, including:

       False Claims Act actions
       Qui Tam actions
       Grand jury proceedings
       Government audits and procurement fraud investigations
       Proceedings concerning suspension and disbarment from government contracting

Global Sourcing & Procurement (GSP) Practice

We represent businesses of all sizes from diverse industries regarding the sourcing and procurement of
onshore and offshore third-party solutions. Rapid growth in digital and broadband communication
technologies and raised global awareness of U.S. intellectual property rights have made sourcing an
international area of focus. Our experience extends to supply chain management, demand management
and Six Sigma business process methodologies. We offer in-depth, cutting-edge experience in
telecommunications, wireless, broadband and other technology-driven industries. And, because we follow
trends and technological advances closely, we keep our clients ahead of this ever-extending curve.

GSP Representative Matters

Sourcing
 Representing an energy distribution company in a transaction to outsource construction and operation
   of energy equipment in Pennsylvania.
 Representing an energy distribution company in a transaction to provide management, operation and
   maintenance services for energy facility in New York.


                                                 PAGE 14
   Developing sourcing form agreements for a steel company for use in ongoing procurement of capital
    equipment and other related services.
   Representing a shipping company in sourcing roadside assistance services.
   Representing an international paper pigments group in sourcing all chemicals management and
    supplies services.
   Representing a Fortune 500 manufacturer in its U.S. outsourcing of all maintenance, repair and
    operations (MRO) procurement for multimillion-dollar multidivisional sourcing.
   Representing a Fortune 100 company in its outsourcing of excess and obsolete equipment reallocation
    both internally, through use of a national reseller’s Web-based applications, and the sale and disposal
    of equipment externally via auctions.
   Representing a national paper manufacturer in its outsourcing of procurement for MRO and other
    noncore products.
   Representing a chemical company in joint ventures involving more than 10 industrial facilities in five
    U.S. states and Canada, including development of shared (co-sourcing) services agreements.

Public-Private Sector Sourcing Transactions

   Serving as counsel to an interagency (county and municipal) governmental body in the sourcing of
    water rights to various jurisdictions.
   Representing a private provider of wastewater treatment services in the provision of services to
    multiple county and municipal users.
   Representing numerous providers of technology-driven solutions in sourcing solutions and systems to
    government agencies on a licensed basis.

Technology and IT Sourcing and Procurement

   Representing multiple clients, both licensees and licensors as well as co-developers, in negotiating
    software licensing and services arrangements.
   Representing a global metals company in a strategic IT-sourcing project.

Logistics, Supply Chain and Distribution Channel Sourcing

   Representing an international chemical company in developing exclusive supply and distribution
    relationships with major chemical suppliers.
   Representing a variety of suppliers and manufacturers in the establishment of contract (toll)
    manufacturing agreements.
   Advising on development and refinement of procurement and internal control processes and
    documentation, including implementation of related electronic records management systems.
   Assisting private- and public-sector clients in developing procurement and sourcing protocols and
    procedures to reduce net costs to clients, streamline competitive bidding processes, eliminate internal
    inconsistencies and limit time and expense in negotiations.




                                                 PAGE 15
Construction
Ours is the largest construction practice group in the Midwest. Rated the top construction practice in
Ohio and nationally recognized as a leading practice, we are deeply experienced in all aspects of
construction from project inception to final construction. We provide front-end services such as
conceptualization, negotiation and drafting of construction documents; negotiation of design professional
agreements; and project management consulting on a wide variety of projects. We are nationally
recognized for our ability to resolve claims through mediation, arbitration or litigation.

Construction – Additional Information

One of the most experienced construction practices in North America, we represent owners, design
professionals, construction managers, contractors and sureties in connection with all facets of the building
industry. We have served as transactional construction project counsel for billions of dollars of
construction at sites across the United States, including many significant stadium and arena projects for
MLB, NBA, NFL, NHL, university and minor league teams, as well as hospitals, pipelines, processing
plants, schools, universities, office towers, hotels, and other commercial, industrial and institutional
developments. In conjunction with Project Management Consultants (PMC), a wholly owned ancillary
consulting practice, our construction consulting group consists of a team of professionals with extensive
experience in design and construction management, and provides unique services such as partnering
facilitation, mediation and construction process consulting on hundreds of projects throughout the United
States.

For example, we played a principal role, both with respect to transactional and advocacy work, in
connection with the planning, development and construction by the Portland Natural Gas and
Transmission System, an interstate natural gas pipeline company, of an approximately 150-mile natural
gas pipeline that services gas utilities, paper mills and electric generation plants throughout New England.
Our role included conceptualizing and developing the project delivery method; preparing and negotiating
design and construction documents, including the EPC agreements with the two major contractors;
preparing and reviewing bidding documents and consulting contracts and agreements; negotiating the
operating agreement between the owners and operator; advising on environmental, right-of-way
acquisition and related real estate and regulatory issues; preparing and developing the insurance/risk
management program for implementation of a comprehensive risk management program for the project;
and defending the ownership in two major arbitrations arising out of construction disputes. In
conceptualizing the project delivery method, our lawyers brought new ideas to the consortium of owners
that saved them millions of dollars due to the imposition of cost guarantees that were later contested but
upheld.

Construction – Representative Matters

   Representing the fabricator of complex steel roof trusses in an arbitration involving more than $2
    million in claims against a steel subcontractor on the new American Airlines terminal at JFK
    International Airport.
   Representing the design builder in claims for additional cost beyond the guaranteed maximum price
    on a $100 million school project. The project had a guaranteed maximum price and involved
    renovations and additions to 21 schools throughout a large municipal school district.



                                                 PAGE 16
   Mediating claims of the design build contractor who had claims against the owner on the Dayton
    Dragons minor league baseball stadium in Dayton, Ohio.
   Litigating a three-week jury trial for a contractor with claims against a municipal wastewater
    authority involving multimillion dollar claims on a large renovation and replacement project at a 60
    mgd wastewater treatment facility.
   Mediating the subcontractor pass-through claims of a micro-tunneling subcontractor from the west
    coast on an environmentally sensitive sewer river crossing project in Delaware County, Ohio. The
    pass-through language in the subcontract drafted by our lawyers had a significant impact on how the
    case proceeded and how it was eventually settled.
   Litigating a jury trial on behalf of a site-work and utility contractor with claims against a private
    developer on a large regional mall project in central Ohio. We litigated the matter to a jury verdict on
    claims involving differing site conditions, extra work and delay claims, including a unique delay
    claim that involved unabsorbed home office overhead claims relating to delay in starting the project
    before a contract was even signed.
   Concluding a case for a contactor with claims against one of the Big Three automotive manufacturers
    arising out of claims involving the construction of a 2.5-million-gallon chilled water tank at an
    existing general assembly plant. Issues involved allegations of the contractor failing to protect more
    than 700 finished vehicles in an adjacent lot that were damaged by fallout debris that was allegedly
    from the construction operations.
   Mediating a case to conclusion on behalf of a contractor who had a contract to erect four heat
    recovery steam generators on a new power plant in southern Indiana. Our client was engaged to erect
    the HRSGs using materials supplied by a boiler manufacturer who went bankrupt during the course of
    the project. The claims involved allegations of defective materials and parts that were shipped from
    Korea that were months behind schedule. We mediated the case against Fluor Daniel, who was the
    program manager for the overall project, and the owner, a private utility out of New Jersey.
   Awaiting a decision on an arbitration award for a general contractor client involving complex claims
    on the construction of a world renowned art museum project. The arbitration proceeded for four
    weeks over a six-month period and involved claims surrounding the unusual design of the structural
    steel system for the project that resulted in excessive deflection of steel members and eventually a
    costly in-situ heat cambering of members. Glass deliveries from South China added to the delays,
    culminating in over $3.5 million in claims by the contractor and its subcontractors against the
    museum.
   Arbitrating a two-week, $1 million claim by a golf course contractor against owner client, limiting
    recovery to under $25,000.
   Litigating a three-week trial before the Ohio Court of Claims regarding inefficiency and delay on a
    multi-prime public works project.
   Representing an electric utility in claims before the Armed Services Board of Contract appeals
    involving unilateral contract changes made by the Army at West Point in a government contract.
    Resulted in the Army issuing modification to void original change ab initiio and establish acceptable
    utility rates for client.
   Representing an international design/construction firm as a subcontractor in a pass-through claim
    against the United States Army Corps of Engineers on the Spillway 155A Project. Negotiated
    favorable settlement with the Corps during mediation in West Palm Beach, resulting in contract
    modification of nearly $500,000.
   Representing a builder asserting a $12 million claim for additional compensation relating to design
    changes in connection with major university dormitory complex.



                                                 PAGE 17
   Representing multiple contractors with respect to millions of dollars of delay claims in connection
    with construction of a high-rise federal courts building (resolved through consolidated mediation of
    various cases pending in U.S. Court of Claims and Board of Contract Appeals).
   Representing the prevailing heavy highway contractor in establishing a right to recover the reasonable
    value of (unabsorbed) home office overhead during a period of construction delay and shutdown in a
    case confirmed by Ohio Supreme Court.
   Representing a bridge contractor against the West Virginia Department of Highways on several
    projects involving defective bridge design and associated construction cost increases and delays.
   Obtaining a $2.5 million arbitration award for claims arising from the construction of major systems
    in an operating steel mill.
   Defending a $20 million claim against a general contractor for delay and defective work relating to
    construction of a Fortune 500 corporate headquarters and prosecuted $10 million counterclaim for
    contract balance and extra work/delay claim.
   Obtaining a multimillion dollar judgment for a general trades contractor for delays and cumulative
    impact resulting from inadequate design on a major university construction project (reversed on
    appeal to Ohio Supreme Court).
   Defending a major engineering firm against claim for defective design of wastewater treatment plant.
   Representing a government contractor in protest of State Department award of labor-hours contract
    for services in Iraq.
   Representing a construction manager in $30 million delay and disruption claim asserted by a
    contractor arising out of a highway reconstruction project.
   Representing contractors with bid protests on public construction projects.




                                                PAGE 18
Energy
We serve the transactional, regulatory and litigation needs of clients involved in the development,
acquisition and sale of energy assets, and the production, transportation, distribution, sale and purchase of
energy commodities, including oil, natural gas, coal and electricity. We have assisted clients in all phases
of project development, such as obtaining and managing licenses, permits and siting authorizations from
federal, state and local agencies; structuring relationships among multiple project participants through
joint ventures, partnerships and limited liability companies; and negotiating, preparing and reviewing
project contracts and commercial relationships. We are also experienced in the financing of energy
projects, including, among others, electric power, fuels and renewable energy projects. Our regulatory
experience relating to the development of energy projects has included, among other matters, full
representation before the Federal Energy Regulatory Commission and the U.S. Departments of Energy
and Transportation on issues related to gas pipeline certification, natural gas storage, industrial gas use
and pipeline safety.

Energy – Additional Information

Project Development. Our experience includes structuring relationships between multiple project
participants through joint ventures, partnerships, limited liability company agreements, and finance
agreements and leases; analyzing project-related tax, tax credits, depreciation, grants and loans, and
related regulatory consequences to optimize project structures; obtaining licenses and permits for electric
generating and transmission facilities; advising on state environmental quality review act compliance; and
assisting with real property acquisitions and assemblages and zoning approvals.

Project Financing. We have assisted in negotiating and structuring debt and equity investments and the
preparation of loan, security, and intercreditor documentation and associated legal opinions, as well as the
review of seismic, climatological and resource studies necessary to complete project financings for
renewable energy projects. We also have advised on equity placements, nonrecourse and limited recourse
construction, term debt, mezzanine debt, leveraged leases, equipment leases, and public offerings of
taxable and tax-exempt debt. These transactions have also included intercreditor arrangements among
multiple lenders lending on a pari passu basis or on a senior or subordinated basis.

Site Control. Our experience includes control and assembly of property through options, purchase
agreements and ground leases for wind power and clean coal facilities, including leases for
meteorological studies; negotiation of wind leases and easements for all aspects of these facilities
(including transmission line, conveyor, wind, utility and road easements); and drafting of necessary or
appropriate restrictive covenants. With respect to clean coal facilities, we have negotiated right of way
and sidetrack agreements for transportation purposes, water rights agreements, shared services
agreements and dock agreements. We also have significant experience in obtaining zoning amendments
and variances.

Energy Taxes and Credits. Our work includes review of tax credits to support project development and
financing and review and presentation of private letter rulings before the Department of the Treasury and
Internal Revenue Service (IRS) and state tax department advisory opinions. Our tax group offers
additional value on strategic tax planning, corporate financial transactions, tax planning for investments
and international companies, and development and evaluation of tax-advantaged structuring for project
development.


                                                  PAGE 19
We also have experience with the federal renewable electricity production tax credit (Section 45),
particularly as it relates to electricity produced from open-loop biomass. The tax credit for open-loop
biomass shares common features with the credit for electricity produced from wind power. Our
experience includes analysis of Section 45 requirements and how electricity is produced from open-loop
biomass; submitting a private letter ruling request to the IRS (prior to the announcement of the current
IRS “no-ruling” policy); and meeting with IRS representatives to discuss open issues prior to the issuance
of Notice 2006-88. We are also familiar with the tax issues presented by structured transactions (such as
joint ventures and leasing arrangements) involving the Section 45 tax credit, and our lawyers have closely
followed legislative developments and IRS guidance in this area, including the pertinent provisions of the
American Recovery and Reinvestment Act of 2009.

Energy – Representative Matters

   In matters before the Ohio Power Siting Board (OPSB), we have litigated the proposed issuance by
    the OPSB of certificates of environmental compatibility and public need to nuclear and conventional
    electrical generating facilities and electric and natural gas transmission lines, represented a utility
    against a citizen claim that construction of a solid waste disposal facility required a certificate of
    environmental compatibility and public need, participated in OPSB proceedings in wind farm
    certification cases and obtained certification from OPSB for the siting of a 500 MW natural gas fired
    peaking power plant.

   We have extensive experience representing public utilities subject to the jurisdiction of the Public
    Utilities Commission of Ohio (PUCO), including litigating service territory matters, defending and
    prosecuting complaints and other disputes filed by and against public utilities, representing companies
    seeking PUCO certification and representing companies in all aspects of state regulatory compliance.

   We have represented a wide range of clients in all aspects of developing and financing both domestic
    and international energy projects. We have assisted in obtaining licenses and permits; structuring
    ownership relationships; planning tax strategies; and structuring to secure tax credits, accelerated
    depreciation and grants. From project inception to postcommercial operations, we have advised
    clients on every aspect of energy project development and project finance. Our experience is derived
    from representing project developers, equipment manufacturers, major construction companies,
    industrial companies and end users, regulated utilities and their unregulated subsidiaries, foreign
    industrial companies, power marketers, and financial institutions on these projects. We have been
    involved in the development of and contract negotiations for power projects utilizing a variety of
    fuels and technologies, as well as utility and asset privatizations representing a total potential
    generating capacity of more than 3,000 MW from renewable energy resources.

Renewable Energy Regulatory Experience

   Counseling clients regarding the regulation of qualifying facilities (QFs), exempt wholesale
    generators (EWGs), foreign utility companies (FUCOs) and project owners under the laws of various
    state public service commissions, the Federal Power Act (FPA), the Public Utility Regulatory Policies
    Act of 1978 (PURPA), the Public Utility Holding Company Act of 2005 (PUHCA) and other federal
    statutes.
   Representing clients in a broad range of regulatory proceedings, including QF certification under
    PURPA, EWG and FUCO filings and SEC no-action letters under PUHCA, electric rate, merger,


                                                 PAGE 20
    financial, corporate and power marketing applications under Part II of the FPA, hydroelectric
    licensing under Part I of the FPA, and various state regulatory programs pertaining to renewable
    resources.
   Securing landmark FERC orders involving the implementation of PURPA affecting renewable and
    cogeneration facilities over the past two decades, precedential developments under PUHCA and the
    FPA, and the review and approval of energy sales, interconnection, transmission service, and
    ancillary services tariffs and contracts.
   Managing PUHCA matters on behalf of registered, exempt and non-utility companies. Several of our
    lawyers appear regularly before the state public service commissions and have been involved in
    industry restructuring proceedings.
   Representing existing and prospective preliminary permit holders and licensees for hydroelectric
    projects under Part I of the FPA in permitting, licensing, headwater benefits, dam safety and
    compliance matters before the FERC, and in related appellate proceedings. Most of the projects listed
    under Project Development have also involved our experience in the regulatory area.

Development of Project Support Contracts and Relationships

   Negotiating and reviewing critical contractual relationships, such as electric interconnection
    contracts, power sale contracts, asset management and optimization contracts, transmission service
    contracts, power brokering and marketing contracts, steam and thermal energy sale contracts, turbine
    procurement contracts (including warranty and guaranty provisions), operation and maintenance
    contracts, ash management and disposal contracts, and engineering, procurement and construction
    contracts.

Fuel Supply and Transportation

   Drafting, negotiating and reviewing critical supply, transportation, terminaling and storage contracts
    for fuels, including peat, biomass, natural gas and biogas.

Emissions Credits and Trading

   Building on the multinational emissions trading schemes for major carbon dioxide initiatives and
    regional exchanges on behalf of our clients. We offer unique capabilities in carbon credits, emission
    credits and trading regimes from experience derived in a variety of assignments.
   Counseling on best practices in multiple state and international markets, contracting and experience
    from international trading regimes and techniques to recognize emission reduction credits generated
    by international emission reduction projects (JI and CDM projects).

Secondary Market Transactions and Restructuring

   Representing owners, sellers, purchasers, creditors and contractors of operating renewable energy
    projects in workouts, placement of secondary market equity and project debt restructuring.
   Providing services to operating projects including bankruptcy counsel, regulatory compliance, fuel
    supply restructuring and assistance in the restructuring of financial arrangements governing such
    assets.




                                                 PAGE 21
Energy Project Development

   Representing a client in connection with an equity investment in 10.5 MW of biomass electric
    generation facilities in California.
   Representing a client in connection with investment in a dry well ethanol production facility to be
    constructed in Ohio with an annual capacity of 100 million gallons.
   Representing several clients in Ohio and the Midwest region with respect to development of wind
    farms (both owned and leased).
   Representing a client in connection with the development of a 14.7 million gallon continuous process
    biodiesel facility to be constructed in Texas.
   Representing a client in connection with the development a of a 35 MW geothermal plant in Nevada.
   Assisting in the development of a financial structure for, and representing client investment in, an
    operating company for the development of biodiesel from waste grease in the northeastern United
    States.
   Representing a client in connection with the investment, participation and construction, and operation
    of a wind farm in British Columbia.
   Representing a client in the development and construction of a landfill gas project in New York, and
    the acquisition of an investment interest in an operating landfill gas project in Connecticut.
   Representing an energy and wind developer, the operator of power facilities in North America, in an
    equity investment by GTCR Golder Rauner, LLC, a leading private equity firm. The transaction
    started to build a portfolio in the power sector of approximately $1 billion after the closing of the
    equity contribution agreement.
   Representing the owner in restructuring the ownership of two wind farms in California, including
    structuring the ownership to meet FERC requirements for utility ownership and to support acquisition
    in the $58 million transaction.
   Providing counsel and assisting with documentation of a loan agreement and an option agreement to
    purchase a 19 MW operating biomass facility in New York; providing support in due diligence
    leading to exercise of option; preparing LLC interest purchase and sale agreement; amending and
    restating LLC operating agreement; assisting with power purchase and REC sales agreements; and
    advising on state regulatory transfers.
   Representing a client in a joint LLC investment in 55 MW of mid-Atlantic wind farm projects during
    construction loan and financial closing. Also advised on LLC operating agreement and membership
    interests, related risk management and participation in project financing led by informational lender
    club.

Energy Project Financing

   Advising and representing a financial entity in connection with landfill gas onsite cogeneration
    projects in California to securitize the revenue stream from power purchase agreements between the
    developer and certain hospitals.
   Advising and representing a resort and event facility chain in connection with onsite cogeneration that
    is being project financed based on the strength of the securitized revenue stream from the resort chain
    to the developer.
   Advising and representing a financial entity in connection with proposed onsite cogeneration projects
    to be installed throughout Mexico and financed by securitization of agreements between the
    developer, a Mexican energy services company and the host governmental facilities.



                                                 PAGE 22
   Working on a placement memorandum for a private equity venture capital investment of $5 million in
    a biomass technology company, structuring and review of debt and equity funding, transaction
    strategy, market review with the board of directors and senior management, and related
    documentation requirements.

Environmental Counseling

   Assisting the municipal owners of a hydroelectric power plant in marketing green tags relating to the
    plant’s electricity sales.
   Representing numerous clients in the preparation of environmental impact statements and proposed
    findings of no significant impact under NEPA and analogous state programs for energy and other
    projects.
   Advising a corporate dairy farm concerning the feasibility of installing available wind turbines as a
    supplemental energy source at its dairies in North Carolina. The effort included evaluating local
    zoning and related requirements, wind conditions and capital costs versus the potential cost savings
    associated with the turbines.
   Advising a manufacturing company on a carbon management program, including carbon footprinting
    protocols.
   Advising a client concerning liability stemming from Nuclear Regulatory Commission (NRC)-
    licensed operations, including liability relating to low-level radioactive waste and NRC and
    applicable state requirements for the handling, storage and disposal of radioactive materials.
   Advising clients on risk management issues relating to the transportation and disposal of low-level
    radioactive materials and the transportation and processing of enriched uranium.
   Assisting a client concerning the environmental aspects of an initial public offering related to
    integrated gasification combined cycle plants.
   Providing environmental compliance counseling and transactional due diligence, including permitting
    and permit transfer, and addressing enforcement and liability issues for alternative energy projects of
    various types, including hydroelectric, geothermal, biomass and a variety of cogeneration
    installations.
   Providing assistance during project development on state and federal permit requirements.
   Representing clients during the due diligence stage of project financing and acquisition and
    continuing representation during post-completion and operation compliance.
   Representing owners of generating facilities in preconstruction permitting and post-construction
    enforcement.




                                                 PAGE 23
Tax
We counsel a wide variety of clients, from Fortune 500 companies and multinational corporations to
privately held businesses. We advise and represent clients in business transactions and financings, tax
controversy and litigation, legislative and regulatory activities, executive compensation and tax planning,
international taxation, state and local taxation, and foundation and exempt organization matters. We
represent a full spectrum of clients ranging from publicly held corporations, financial institutions and
pension plans to closely held corporations, partnerships and nonprofit organizations.

Our group includes former members of the IRS, CPAs and tax lawyers admitted to practice before various
courts including the U.S. Tax Court, the U.S. Court of Federal Claims, the U. S. District Courts, U.S.
Circuit Courts of Appeal and the U.S. Supreme Court.

We have helped our clients structure transactions that permit generation of so-called “Section 1603
grants” as well as energy tax credits. We have also helped clients achieve state and local tax incentives for
investing in energy projects.

Tax Additional Information

Transactions, Financings & General Tax Planning

Our Transactional Tax Practice has substantial experience in taxable and tax-free mergers and
acquisitions, international tax planning, tax-exempt organizations, corporate and partnership tax, like-kind
exchanges, executive compensation and state and local taxation. We represent a full spectrum of clients
ranging from publicly held corporations, financial institutions and pension plans to closely held
corporations, partnerships and nonprofit organizations.

Representative Services

▪  We structure mergers, acquisitions, joint ventures and other strategic alliances.
▪  We obtain private letter rulings from the IRS National Office, often on a very expedited basis, on
   complex transactions such as spin-offs and tax-free reorganizations.
▪ We counsel clients on the use of sophisticated financing vehicles such as securitizations.
▪ We provide independent reviews of tax products marketed by accounting firms and investment banks.
▪ We design and implement executive compensation arrangements, such as deferred compensation
   plans, stock options and other equity-based incentive plans and golden parachute agreements.
▪ We assist clients in reducing state franchise and sales taxes through creative multistate tax planning.
▪ We assist educational and charitable entities concerning their federal and state tax issues.
Our Tax Controversy Practice

Our Tax Controversy Practice focuses on handling taxpayer examinations and other contested matters for
clients around the country. Our practice has grown dramatically over the past 15 years and has included
among its clients one of the world’s largest telecommunications companies, some of the nation’s largest
financial institutions and brokerage firms, a major airline, major utilities, large national retailers, many
multinational corporations and some of the nation’s largest real estate developers. We have also


                                                  PAGE 24
represented large privately held business entities in such industries as real estate, fast food, distribution,
automotive and health care.

Our Philosophy and Approach

Our philosophy is to present our clients’ cases to IRS Examination and Appeals or to a court through
simple, direct arguments carefully supported by the most relevant facts and persuasive authorities. We
view our role as providing the decision makers (IRS Revenue Agent, IRS Appeals Officer, judge or jury)
with the facts and authorities necessary to understand and resolve or decide the issues in the tax
controversy. This strategy has helped us win major concessions at IRS Examinations/Appeals and
significant victories in the courts.
In approaching each case, we know the degree of success is dictated by more than just aggressive
advocacy. It involves understanding client-specific protocols, expectations and objectives for resolution
of the tax controversy. Addressing these at the outset enhances our effectiveness and increases our
chances for success.
Protocols
Determining how you prefer to work with us is a key starting point. Understanding the most efficient
manner of communication, billing requirements and procedures, and critical success factors is important
in establishing a solid foundation for us to work together effectively and efficiently.
Expectations
Understanding your parameters for success and their relative importance is key to how we apply our
strategy and manage your tax controversy matter. We work with you to understand both your legal,
business and accounting (e.g., “FIN 48”) issues as they relate to the individual tax controversy matter at
hand.
Goals
Each client has its own unique goals when faced with a tax controversy matter. We work closely with you
to define, understand and help you achieve your desired outcome. Whether it’s standing on principle or
precedent, obtaining a quick ruling or settlement, or minimizing taxes and/or penalties, we assist you
every step of the way in meeting your goals.




                                                   PAGE 25
Transportation
Based on interviews with clients and peers, our transportation group is nationally rated at the top of the
profession in Chambers USA: America’s Leading Lawyers for Business for our representation of shippers
in rail and motor carrier matters. We understand both the regulatory settings and the commercial
complexities affecting domestic and multimodal international transportation of cargo. We provide a broad
range of services and handle a variety of matters concerning commercial, regulatory, litigation, legislative
and policy issues involving the transportation of goods by rail, truck, vessel, aircraft and pipeline. We also
counsel clients on matters of homeland security and the transportation of hazardous materials as those
issues continue to have an increasing impact on their businesses.

Transportation – Additional Information

We are highly experienced in the negotiation of freight transportation-related contracts and assist clients
in matters of regulatory compliance involving economic, safety and security requirements. We have
litigated numerous transportation contract disputes and other transportation-related issues before state and
federal courts, administrative agencies and arbitration panels. In addition, members of our Transportation
group frequently assist our clients to present their transportation-related issues to individual members of
Congress and to congressional committees.

Transportation – Representative Matters

Rail Experience

   Counseling clients regarding consolidation, which has reduced the number of major rail carriers from
    more than 40 to just seven, created rail duopolies in the eastern and western portions of the country,
    and increased both the number of locations captive to a single railroad and the distance over which
    those locations are captive.
   Advising rail carriers regarding abandonment of thousands of miles of rail line in an attempt to
    rationalize capacity, while at the same time demand for rail transportation has been steadily growing.
    Today, this combination of fewer railroads, reduced capacity and increasing demand has enhanced
    railroad market power with consequences for both service and rates.

Motor Carrier Experience

▪   Guiding clients in connection with motor carrier regulatory matters, including truckers, brokers and
    shippers, through a morass of regulatory, commercial and practical issues presented by an ever-
    changing legal climate.
▪   Assisting clients with the challenges posed by substantial economic deregulation, continuing safety
    and security regulations, and evolving environmental standards that can significantly impact your
    business.




                                                  PAGE 26
Hazardous Materials

   Advising clients regarding congressional adoption of a complex web of laws and regulations
    involving the tender and transportation of hazardous materials across all modes of transportation.
    Regulation of hazardous materials transportation has continued to grow and evolve since the terrorist
    attacks of September 11, 2001, and failure to comply with regulations can result in substantial civil
    penalties.
   Representing clients in hazmat enforcement and federal agency rulemaking proceedings.

Federal Agency Practice

   Representing clients in a broad range of administrative and regulatory matters before the following
    government agencies:
    • Bureau of Customs and Border Protection (CBP)
    • Department of Homeland Security (DHS)
    • Department of Transportation (DOT)
    • Federal Aviation Administration (FAA)
    • Federal Maritime Commission (FMC)
    • Federal Motor Carrier Safety Administration (FMCSA)
    • Federal Railroad Administration (FRA)
    • National Highway Traffic Safety Administration (NHTSA)
    • Pipeline and Hazardous Materials Safety Administration (PHMSA)
    • Surface Transportation Board (STB)
    • Transportation Security Administration (TSA)
    • United States Coast Guard (USCG)
    • Contract negotiations, interpretations, and disputes
           o Advising a major auto producer in contract renegotiations with all seven Class I railroads.
           o Advising a major chemical and plastics company in multiple rail contract negotiations.
           o Advising a major petroleum company in a contract dispute and subsequent renegotiation
               with a shortline railroad.
           o Advising a major auto producer in a contract dispute over inadequate rail car supply.
           o Arbitrating the “gross inequity” and “economic hardship” clauses in a long-term rail
               contract to obtain rate reductions.
           o Litigating the applicability of a rail contract on behalf of a major utility.
           o Advising shippers on incorporation provisions in rail contracts including applicability to
               fuel surcharge and other accessorial charges.
           o Advising several electric utilities on contract interpretation disputes relating to force
               majeure and coal dust issues.
           o Advising multiple electric utilities, regulated and merchant, in the negotiation,
               interpretation and disputes, relating to domestic and international coal supply and
               transportation contracts.
           o Advising a major electric utility on rail derailment liability involving private rail cars and
               alleged latent defects.




                                                 PAGE 27
•   Regulatory challenges to unreasonably high rail rates
        o Prosecuting the first rate cases under the STB’s new small rate case standards.
        o Filing the largest and most complex rate case under the STB’s large rate case standards.
        o Filing more large rate cases for non-coal shippers (i.e., chemicals and plastics) than any
             other law firm.
        o Litigating various large rate cases on behalf of electric utilities.
•   Regulatory rulemakings
        o Preparing comments and presenting testimony to the STB on behalf of a large coalition of
             trade associations, shippers and government interests on proposed standards for small rail
             rate cases.
        o Representing a coalition of trade associations in an appeal of the STB’s small rate case
             rules.
        o Testifying on behalf of two trade associations and three major chemical companies in an
             STB hearing on the common carrier obligation of railroads to transport hazardous
             materials.
        o Preparing comments on behalf of two major chemical companies to FRA and PHMSA on
             rail tank car safety standards.
        o Testifying on behalf of an electric utility in an STB hearing regarding “paper barriers” in
             railroad sale or lease agreements.
•   Rail car lease negotiations, interpretations, and disputes
        o Advising clients on rail car lease terms.
        o Representing clients in disputes over lease requirements for the condition of rail cars at
             the end of the lease term.
•   Rail construction, crossing and abandonment cases
        o Representing numerous shippers in STB proceedings to obtain authority to construct a
             rail line to a nearby railroad and to cross the line of another railroad.
        o Opposing railroad abandonment of more than 200 miles of track in northern Maine on
             behalf of a major forest products shipper.
        o Counseling a West Coast port, including strategy and rail line valuation, regarding
             acquisition of rail line through Offer of Financial Assistance process at the STB to
             preserve long-term future of rail connection between port and national rail system.
        o Filing an offer of financial assistance at the STB to enable a shipper to purchase a rail
             line proposed for abandonment.
        o Negotiating purchase of abandoned rail lines for trail use under the Rails-To-Trails Act.
        o Obtaining an STB order requiring existing railroad to sell its rail line under the STB’s
             feeder line statute.
•   Liability and cargo loss, damage and delay
        o Obtaining a damage award from a federal court for chronic service delays resulting from
             rail merger integration issues, and defending the award on appeal.
        o Representing trade associations and individual chemical companies in opposition to
             railroad attempts to shift liability for their own negligence in hazardous materials
             transportation to their customers.




                                             PAGE 28
   •   State and local government representation
           o Advising a coalition of state and local government entities on the construction of a
               highway across a major rail yard.
           o Obtaining favorable decisions for a city government both in federal court and the STB on
               federal preemption issues related to the city’s condemnation of a utility and road
               easement across a rail line.
           o Representing a state port in the purchase and operation of a short line railroad.
           o Representing a coalition of county governments in a rail construction project to enhance
               economic development.
           o Assisted in obtaining federal appropriations for transportation projects.
   •   Safety compliance and enforcement matters
           o Advising shippers who have purchased or constructed rail lines on FRA compliance
               matters.
           o Advising shippers on the scope of FRA jurisdiction over intraplant operations.
           o Preparing an FRA-compliant drug and alcohol testing policy for a shortline railroad.
   •   Merger proceedings
           o Negotiating settlement agreements on behalf of major trade associations to protect
               against the anticompetitive effects of mergers.
           o Petitioning for merger conditions that would preserve or enhance competition for
               shippers.
           o Appealing STB merger decisions on behalf of multiple trade associations.
           o Obtaining contested 2-to-1 status and buildout preservation rights for two electric
               utilities.

Motor Carriers

      Representing clients regarding compliance with motor carrier statutes and regulations.
      Advising shippers on the development of FMCSA regulatory compliance programs for private
       truck fleets involving operational safety and security matters.
      Advising a shipper with one of the nation’s largest private truck fleets on federal and state
       regulatory requirements implicated by a proposed restructuring and centralization of its
       transportation and logistics functions.
      Advising a shipper of bulk metals on compliance with FMCSA’s cargo securement regulations
       and the division of responsibility between carriers and shippers.
      Advising shippers, brokers and carriers on the attainment of DOT and FMCSA operating
       authorities and licenses.

Regulatory Proceedings and Policy

      Preparing comments in various DOT rulemaking proceedings on the hours of service for truck
       drivers, cargo securement and hazardous materials transportation, among other issues.
      Representing national trade associations in STB proceedings to revoke antitrust immunity for
       motor carrier rate bureaus and commodity classifications bureaus.
      Representing a shipper representative on the North American Committee on Surface
       Transportation, which negotiated and developed a North American Standard Through Bill of
       Lading for cross-border NAFTA motor carrier movements.



                                              PAGE 29
      Negotiating the joint American Trucking Association/National Industrial Transportation League
       Model Truckload Contract on behalf of the League.
      Negotiating the joint Transportation Intermediaries Association/National Industrial
       Transportation League Model Shipper/Broker Contract on behalf of the League.
      Advising a major auto manufacturer on its motor carrier contract negotiations and disputes.
      Drafting, reviewing, negotiating and interpreting agreements between shippers and motor
       carriers, broker agreements and third-party logistics agreements.
      Negotiating and litigating cargo loss and damage claims.

Litigation Before Federal and State Courts

      Representing a large trade association in federal appellate litigation involving the promulgation of
       the DOT’s Hours of Service Rules.
      Representing shippers and brokers in double-payment liability disputes where the party that
       already has paid a carrier’s transportation charges to a third party is subsequently sued by the
       carrier, which did not receive payment from the third party.
      Representing shippers in the highly charged negotiated rates cases before the ICC and STB, and
       in federal and state courts, including several cases before the United States Supreme Court.

Hazardous Materials

Hazardous compliance and enforcement
    Advising shippers, motor carriers, NVOCCs and other intermediaries regarding PHMSA, FRA,
       USCG, FMCSA, FAA and TSA hazardous materials safety and security compliance.
    Advising and defending shippers on PHMSA, FAA and FRA hazardous materials enforcement
       matters.
    Advising major chemical and automotive companies of PHMSA registration requirements and
       FMCSA permitting requirements.
    Assisting major chemical companies in obtaining special permits from PHMSA and the USCG.
    Advising motor carrier regarding PHMSA registration and FMCSA permitting requirements.
Regulatory rulemakings and other proceedings.
    Preparing comments and testimony on behalf of trade associations and shippers in STB
       proceedings involving the carriage of hazardous materials by rail.
    Testifying on behalf of two trade associations and three major chemical companies in an STB
       hearing on the common carrier obligation of railroads to transport hazardous materials.
    Preparing comments on behalf of two major chemical companies and a trade association to FRA
       and PHMSA on rail tank car safety standards.
    Advising shippers and trade associations in PHMSA rulemaking on alternative routing of
       hazardous materials.




                                                PAGE 30
Shale Development & Gas Infrastructure Task Force: Key Members
        Name              Practice                 Contact Information

        Jeff Appelbaum                             Jeff.Appelbaum@ThompsonHine.com
                          Construction
        Partner                                    216.566.5548


        Steve Axtell                               Steve.Axtell@ThompsonHine.com
                          Environmental
        Partner                                    937.443.6877


        Wray Blattner                              Wray.Blattner@ThompsonHine.com
                          Environmental
        Partner                                    937.443.6539


        Kip Bollin                                 Kip.Bollin@ThompsonHine.com
                          Product Liability
        Partner                                    216.566.5786


        Karyn Booth                                Karyn.Booth@ThompsonHine.com
                          Transportation
        Partner                                    202.263.4108


        Thomas Callahan                            Tom.Callahan@ThompsonHine.com
                          Tax
        Partner                                    216.566.5612


        Frank Chaiken     Corporate Transactions   Frank.Chaiken@ThompsonHine.com
        Partner           & Securities             513.352.6550


        Tim Coughlin                               Tim.Coughlin@ThompsonHine.com
                          Toxic Tort Litigation
        Partner                                    216.566.5523


        Thomas Coyne                               Thomas.Coyne@ThompsonHine.com
                          Real Estate
        Partner                                    216.566.5781


        Terrence Fay                               Terrence.Fay@ThompsonHine.com
                          Environmental
        Partner                                    614.469.3259




                                     PAGE 31
Name               Practice                  Contact Information

Mike Hardy                                   Mike.Hardy@ThompsonHine.com
                   Environmental
Partner                                      216.566.5804


Kurt Helfrich                                Kurt.Helfrich@ThompsonHine.com
                   Energy/Regulatory
Partner                                      614.469.3289


Bill Hubbard       Toxic Tort                Bill.Hubbard@ThompsonHine.com
Partner            Litigation/Construction   216.566.5644


Bill Jacobs                                  Bill.Jacobs@ThompsonHine.com
                   Business Litigation
Partner                                      216.566.5533


Andrew Kolesar                               Andrew.Kolesar@ThompsonHine.com
                   Environmental
Partner                                      513.352.6545


Peter Lesch                                  Peter.Lesch@ThompsonHine.com
                   Energy
Partner                                      202.263.4175


Fern O’Brian                                 Fern.OBrian@ThompsonHine.com
                   Toxic Tort Litigation
Partner                                      202.263.4185

Thomas Wyatt
Palmer                                       Thomas.Palmer@ThompsonHine.com
                   Business Litigation
Counsel                                      614.469.4781


Linda Striefsky                              Linda.Striefsky@ThompsonHine.com
                   Real Estate
Partner                                      216.566.5733


Elizabeth Wright                             Elizabeth.Wright@ThompsonHine.com
                   Toxic Tort Litigation
Partner                                      216.566.5716




                              PAGE 32
Name             Practice             Contact Information

Ann Zallocco                          Ann.Zallocco@ThompsonHine.com
                 Regulatory
Associate                             614.469.3225


Mike Zimmer                           Michael.Zimmer@ThompsonHine.com
                 Energy
Senior Counsel                        202.973.2740




                            PAGE 33
About Thompson Hine
Established in 1911, Thompson Hine is a business law firm dedicated to superior client service. We have
been named a top U.S. law firm for client service excellence for 10 consecutive years in the annual BTI
Client Service A-Team: Survey of Law Firm Client Service Performance. We also are ranked a 2011 Top
100 Law Firm for Diversity and a Top 100 Law Firm for Women by MultiCultural Law magazine.

We represent and counsel a full spectrum of clients — from major public and private corporations to
financial institutions, governments, nonprofit organizations, venture capitalists and individual
entrepreneurs. We have the experience and resources to handle the most challenging legal issues that
businesses face. For example, we have represented more than half of the country’s top 50 financial
institutions (as measured by the U.S. Federal Reserve), and The National Law Journal’s 2011 Who
Represents Corporate America report names us a “Most Mentioned Firm” for 2010 contract, labor, tort
and intellectual property litigation matters handled for Fortune 100 companies in U.S. district courts.

We serve premier businesses worldwide, including:
    AkzoNobel Inc.                                                     LexisNexis
    American Chemistry Council, Inc.                                   Limited Brands
    American Steamship Company                                         The Lubrizol Corporation
    Avery Dennison Corporation                                         MeadWestvaco Corporation
    Buckeye Power, Inc.                                                Milacron Inc.
    Central Gulf Lines, Inc.                                           Mission Essential Personnel LLC
    Central Hudson Gas & Electric Corporation                          Morgan Stanley
    CH Energy Group, Inc.                                              Nationwide Mutual Insurance Company
    Chiquita Brands International, Inc.                                NetJets Inc.
    Columbus Zoo and Aquarium/Zoombezi Bay                             Newell Rubbermaid Inc.
    Crown Equipment Corporation                                        Nordson Corporation
    The Davey Tree Expert Company                                      Office Depot, Inc.
    DDR Corp.                                                          Parker Hannifin Corporation
    Eaton Corporation                                                  PolyOne Corporation
    Energizer/Eveready                                                 PPG Industries
    Exxon Mobil Corporation                                            The Procter & Gamble Company
    Fifth Third Bank                                                   R+L Carriers, Inc.
    Ford Motor Company                                                 S.C. Johnson & Son, Inc.
    Formica Corporation                                                Shell Oil Company
    Godiva Chocolatier, Inc.                                           Solvay S.A.
    Goodrich Corporation                                               STERIS Corporation
    The Goodyear Tire & Rubber Company                                 The Toro Company
    The Hartford                                                       Verizon
    Jo-Ann Stores, Inc.                                                WellPoint, Inc.
    KeyCorp/KeyBank                                                    Whirlpool Corporation
Atlanta                         Cleveland                          Dayton                              Washington, D.C.
Two Alliance Center             3900 Key Center                    Austin Landing I                    1920 N Street N.W., Suite 800
3560 Lenox Road, Suite 1600     127 Public Square                  10050 Innovation Drive, Suite 400   Washington, D.C. 20036-1600
Atlanta, Georgia 30326-4266     Cleveland, Ohio 44114-1291         Dayton, Ohio 45342                  202.331.8800
404.541.2900                    216.566.5500                       937.443.6600

Cincinnati                      Columbus                           New York
312 Walnut Street, 14th Floor   41 South High Street, Suite 1700   335 Madison Avenue, 12th Floor
Cincinnati, Ohio 45202-4089     Columbus, Ohio 43215-6101          New York, New York 10017-4611
513.352.6700                    614.469.3200                       212.344.5680




                                                              PAGE 34
Reputation and Track Record

The vast majority of our clients are “repeat customers”—once they have experienced our commitment to
exceptional client service, they continue to turn to us as trusted counsel. Thompson Hine has received
numerous accolades and recognition including:


                       Thompson Hine, consistently recognized for outstanding client service for
                        ten consecutive years, was again named as a top law firm in the country for
                        client service excellence in The BTI Client Service A-Team 2012: Survey of
                        Law Firm Client Service Performance.
                       Thompson Hine LLP was named as one of the top two law firms in the
                        country for client service and the only firm ranked in the top tier for
                        “Provides Value for the Dollar,” according to the 2011 BTI Client Service A-
                        Team: Survey of Law Firm Client Service Performance, a report issued by
                        The BTI Consulting Group, Inc. The independent report evaluates law firm
                        performance based exclusively on client feedback from general counsel and
                        C-level executives across the country. Thompson Hine has been ranked
                        among the firms on The BTI Client Service A-Team for nine consecutive
                        years. The firm was named among the top-tier “Best of the Best” performers
                        in eight categories that drive superior client relationships:
                             • Client Focus
                             • Understands the Client’s Business
                             • Provides Value for the Dollar
                             • Regional Reputation
                             • Unprompted Communication
                             • Keeps Clients Informed
                             • Meets Scope and Budget
                             • Anticipates the Client’s Needs
                       A recent national survey of corporate counsel ranks Thompson Hine LLP
                        among select law firms that are “prominently recommended.” Corporate
                        counsel identify Thompson Hine among firms that are “Litigation
                        Powerhouses,” and it is hailed as a “standout” firm in both product liability
                        and securities litigation. In addition, Thompson Hine is one of the top firms
                        clients turn to for intellectual property litigation services. The BTI
                        Consulting Group’s Litigation Outlook 2011 report is based on telephone
                        interviews between April and August 2010 with more than 300 general
                        counsel from Fortune 1000 companies, as well as in-house litigation counsel
                        and litigation practice leaders at AmLaw 200 firms. The BTI report identifies
                        the best opportunities, prospects and law firms in litigation.
                       Thompson Hine lawyers are again recognized for their commitment to client
                        service excellence in a national survey of corporate counsel, The BTI 2011
                        Client Service All-Stars. Christine M. Haaker, Brian J. Lamb and Elizabeth
                        B. Wright have been named Client Service All-Stars by The BTI Consulting
                        Group (Wellesley, MA). In addition, Frank D. Chaiken was named a Client



                                               PAGE 35
    Service MVP, placing him in a select group of just 25 U.S. lawyers
    recognized by clients year after year. This is the sixth year that Thompson
    Hine lawyers have been named to the list.

   Thompson Hine continues to receive top honors in Chambers USA. In the
    2011 edition of Chambers USA: America’s Leading Lawyers for Business, 40
    Thompson Hine lawyers were named as leaders in their fields at the national
    and regional levels. The firm was recognized as a national leader in
    Construction, Transportation: Multi-modal, Transportation: Rail (for
    Shippers) and Transportation: Road (Carriage/Commercial). The firm also
    received recognition in the following categories of practice in Ohio: Banking
    & Finance, Bankruptcy/Restructuring, Construction, Corporate/M&A,
    Employee Benefits & Executive Compensation, Intellectual Property,
    Litigation: General Commercial, Natural Resources & Environment and Real
    Estate.

   The American Lawyer named Thompson Hine to its A-List 2010, which ranks
    the top 200 firms in the country based on criteria including pro bono work,
    associate satisfaction and diversity, providing a collective measurement of the
    most successful and committed firms in the United States.

   Thompson Hine again earned national and regional recognition in the 2011-
    2012 edition of “Best Law Firms,” a report released by U.S. News Media
    Group and Best Lawyers. The report, compiled by surveying thousands of law
    firm clients and lawyers, ranks firms based on criteria such as expertise,
    responsiveness, understanding of a business and its needs, cost-effectiveness,
    civility and whether a client or lawyer would refer business to a firm.

   Three of the firm’s practices are recognized in the 2011 edition of The Legal
    500 United States, a directory of peer- and client-recommended firms,
    practices and lawyers used by clients throughout the country to guide their
    selection of lawyers and law firms. Thompson Hine’s Corporate Transactions
    & Securities practice ranks nationally for mergers, acquisitions and buyouts,
    recognized for its experience with emerging, middle-market and large
    established businesses, both public and private, as well as a variety of
    investment funds and professionals. The firm’s Construction practice also
    ranks nationally, earning praise for its bench strength, value for the dollar, high
    level of construction competence and handling of contentious matters worth
    many millions of dollars nationwide. Also ranked nationally is the firm’s Real
    Estate practice, cited for its successful completion of a wide variety of
    transactions in 2010, including property acquisitions, build-to-suit and joint
    venture developments, restructurings, workouts, foreclosures and loan
    modification deals. In addition, 12 Thompson Hine lawyers are recommended
    by name in the directory.




                             PAGE 36
   Thompson Hine has been named to MultiCultural Law magazine’s 2011
    rankings of the Top 100 Law Firms for Diversity and the Top 100 Law Firms
    for Women, providing national recognition for the firm’s leadership in
    promoting diversity and advancing women within the legal profession.

   Eighty-one lawyers from Thompson Hine were recently selected by their
    peers for inclusion in the 2012 edition of The Best Lawyers in America®.

   Thompson Hine lawyers in Georgia, New York, Ohio and Washington, D.C.
    offices have been selected for inclusion in the 2011 edition of Super
    Lawyers.

   Thompson Hine has been recognized as one of the Best Corporate Law Firms
    in America (in an annual survey of corporate directors conducted by
    Corporate Board Member magazine).




   Lawyers from our firm have been honored with the Burton Award for Legal
    Achievement, recognizing excellence in legal writing.




                           PAGE 37
Client Service Pledge
What Our Clients Can Expect From Us
1.   We will know your business.
     We make it our business to understand your business. We will invest our time and resources to develop
     and maintain knowledge of the dynamics that impact both your industry and your organization.
     Understanding your business will help us provide better counsel to you.

2.   We will plan our engagements with you.
     We know that clients differ in their goals, risk tolerance and a variety of other factors that must be taken
     into consideration before work can begin on any matter. At the beginning of every significant matter, we
     will work with you to develop a plan to meet your strategic goals. By agreeing on a plan at the
     beginning—and adjusting it as needed—we will stay focused on what is most important to you.

3.   We will manage your work as if we were the client.
     We will work with you to manage your costs. We will staff every matter with the right resources, and
     we will manage the work as if we were the client—delivering the highest quality of service on time and
     in the most cost-effective manner.

4.   We will be available when you need us.
     We recognize that you often need to make swift decisions and act quickly. We will be ready to act for
     you when you need us, and we will make ourselves available wherever and whenever necessary.

5.   We will communicate often.
     Our goal is that you will never be surprised about developments in anything we are handling. We will
     provide regular updates on the progress of your matters, including all significant developments and
     changes to scope, timeline or budget.

6.   We will provide the highest-quality counsel.
     Above all else, we stand for the highest quality. Our lawyers, paralegals and staff take pride in the work
     they do. From the boardroom to the courtroom, you can count on Thompson Hine for the highest-
     quality service.


What Our Clients Can Do To Help
1.   We ask you to share your goals.
     The more we know about your goals, the better we can manage our services to help you attain them. If
     your goals change as a matter progresses, we ask that you tell us, so we can adjust our approach to meet
     your expectations.

2.   We want to know your preferences for working with us.
     We ask you to tell us your preferred methods of communication, invoice and billing procedures, and
     anything else that is important to you, so that we can deliver our service the way you want it.

3.   We need your feedback.
     We want your feedback on our performance so that we can continue to meet and exceed your
     expectations.



                                                   PAGE 38

				
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