Idaho Llc Operating Agreements by ohm17053


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									                                                       Duff Bryant

Duff Bryant is a partner of the firm practicing in the Corporate group. He focuses on
significant business transactions for companies in a wide range of industries and at
various stages of growth. Duff chairs the firm's Mergers and Acquisitions practice group
and has significant experience in domestic and international mergers and acquisitions,
and joint ventures. He has also advised and assisted numerous clients in forming,
capitalizing and maintaining domestic and foreign entities. Duff also has extensive
experience in secured and unsecured financings.

Duff was an associate at Dorsey & Whitney LLP, 2000-2004, and at Ryan, Swanson &
Cleveland, PLLC, 1999-2000.

Representative Work
Energy Transactions
                                                                                             (206) 386-7567 direct
    Represented SunPower in connection with financing EPC and OEM Agreements for            (206) 386-7500 fax
     19.2mw project in Colorado.                                                   

    Represented SunPower Corporation in connection with purchase of companies               Education
     owning green field solar projects in California and Arizona.                                University of Oregon School of Law,
                                                                                                  J.D., 1999
    Represented company headquartered in India in its investments in various
     ethanol projects throughout the United States, which included acquisitions,                 University of Washington, B.A., 1996
     equity investments, debt financings and joint venture formations.
    Represented Idaho Solar Power, LLC (a subsidiary of IDACORP, Inc.) in the sale of           Washington
     its solar photovoltaic systems business to Schott Applied Power Corporation.

    Represented IdaTech LLC, a leading fuel cell company, in connection with a
     three-party supply agreement for fuel cell systems to be manufactured and
     distributed in India and surrounding areas.

    Represented IdaTech LLC in a coal gasification project and technology
     development agreement with a large Japanese energy company.

    Represented IdaTech LLC in licensing fuel cell system technology to Tokyo Boeki,

Mergers and Acquisitions

    Represented National Frozen Foods Corporation, a private-label frozen vegetable
     industry leader headquartered in Seattle, in its acquisition of substantially all the
     assets of Columbia Foods, Inc.
                                                       Duff Bryant

   Represented Schnitzer Steel Industries, Inc. (Nasdaq: SCHN), a global leader in the metals recycling industry, in the acquisition
    of metals recycling businesses in Alaska, Nevada and Washington.

   Represented Interfor Pacific Inc., a forest products company, in its acquisition of lumber mills in Oregon and Washington.

   Represented Darigold, Inc., the operating business of Northwest Dairy Association, in its acquisition of Inland Northwest
    Corporation, which was Darigold, Inc.'s joint venture partner for a milk processing facility in Spokane, Washington.

   Represented Darigold, Inc. in its acquisition of certain business assets from Wilcox Farms.

   Represented Endeavour Capital, a private equity firm, in its acquisition (through merger) of National Frozen Foods Corporatio n.

   Represented Precision Castparts Corp. (NYSE: PCP) in its acquisition of substantially all of the assets of McWilliams Forge
    Company, Inc., headquartered in Rockaway, New Jersey.

   Represented Versacold Holdings Corp. and its subsidiaries in the acquisition of the public refrigerated warehousing and
    distribution business of the Peninsular and Oriental Steam Navigation Company (aka P&O).

   Represented UMD Advanced Test Technologies (which provides products and services addressing semiconductor test cell
    requirements) in its merger with Antares conTech (a provider of high-end sockets and connectors for the semiconductor

   Represented Darigold, Inc. in its sale of substantially all of the assets of Olympic Foods, Inc. (a subsidiary of Darigold, I nc. that
    produced and sold juice).

   Represented Darigold, Inc. in the sale of its ice cream and frozen novelty business to Humboldt Creamery Association and the
    licensing of the right to use the "Darigold" trademark and other marks in connection with the production, marketing and sale of
    ice cream and frozen novelties.

   Represented SSA Mexico Holdings, S.A. de C.V., a holding company with investments in port and terminal operations in Mexico,
    in its acquisition of SSA Mexico, S.A. de C.V. (fka TMM Puertos y Terminales, S.A. de C.V.) from Grupo TMM, S.A.

Joint Ventures

   Represented U.S. subsidiary of a large Japanese corporation in connection with its formation of a joint venture to develop a golf
    course and residential real estate and its recapitalization (both equity and debt) of an existing residential real estate joi nt

   Represented SSA Terminals, LLC, a company with investments in port and terminal operations in the western United States, in
    connection with its formation of several joint ventures.

   Represented private equity fund headquartered in Washington in its investment in a joint venture vehicle used to acquire real
    property in California and New Mexico.

   Represented SSA Mexico, Inc., a company with investments in port and terminal operations in Mexico, in the restructuring of i ts
    joint venture operations in Mexico with Grupo TMM, S.A.
                                                       Duff Bryant

   Represented SSA Atlantic, Inc., a company with investments in port and terminal operations on the Atlantic Coast, in the
    formation and organization of SSAC, LLC, a joint venture vehicle owned by SSA Atlantic and Cooper/T. Smith Stevedoring Co.,

   Represented SSA Ventures, Inc. and SSA Gulf, Inc. in the transfer of certain stevedoring and related operations to CSA
    Equipment Company LLC, a joint venture vehicle owned by SSA Ventures and Cooper/T. Smith Stevedoring Co., Inc.

Corporate Restructures

   Represented Keynetics Inc., an e-commerce company that operates and, in corporate

   Represented Carrix, Inc., a company with numerous subsidiaries engaged in stevedoring, port, terminal and rail operations, a nd
    related services and technologies, in two corporate restructurings.

   Represented Nichirei Corporation of Japan in two restructurings of U.S. operations.

Other Significant Business Transactions

   Representing hedge fund management company headquartered in Washington in its formation and organization as a limited
    liability company, as well as its initial capitalization and operations.

Professional Honors and Activities
   Named a "Rising Star" by Washington Law and Politics magazine

   Selected as one of "America's Leading Lawyers for Business" (Washington) by Chambers USA (Corporate/Commercial), 2006-2011

   Chair, Stoel Rives LLP's Mergers and Acquisitions practice group

   Chair, Stoel Rives LLP's Energy M&A and Finance initiative

   Member, Washington State Bar Association, King County Bar Association, American Bar Association

   Presenter, "Will Investor Owned Utilities Dominate the M&A Market?," AWEA Windpower 2011, Anaheim Convention Center,
    Anaheim, California, May 23, 2011

   "Transactional Aspect of Forest Carbon Disclosure, Transactional Issues, Carbon Offset Sales, Accounting for Carbon Value in
    Timber Sales and Log Supply Agreements," Stoel Rives LLP program "What's a Tree Worth," Weyerhaeuser Headquarters, Federal
    Way, Washington, Oct. 2008

   "Governance and Management Issues for LLCs in Washington," Lorman Seminar Group, Aug. 2008

   "Recognizing the Blind Spots in Entity Selection and Formation in the World of Partnerships, LLPs, LPs and LLCs in Washington ,"
    Lorman Seminar Group, Oct. 2004, Oct. 2005
                                                   Duff Bryant

Civic Activities
    Member, Public Affairs Council, Greater Seattle Chamber of Commerce, 2001-2004, 2005-2009

    Member, Board of Directors, Alpha Rho Alumni Association, 2000-present

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