Project Construction

MARC ARON

*** ******** ***** *****: +1-305-***-****

Weston, Florida 33326, USA Email: abnv02@r.postjobfree.com

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PROFILE

Dynamic corporate attorney with proven ability to work with and counsel senior level executives, manage

legal resources in a cost efficient manner and negotiate and close international joint venture, acquisition,

construction and finance agreements. Strengths include strong organizational and writing skills, expertise in

managing an intense and time-sensitive schedule, and extensive experience coordinating the work of a team

of professionals in the legal, finance, tax, government affairs, real estate and construction fields.

PROFESSIONAL EXPERIENCE

Global Crossing, Miami, Florida and Amsterdam, The Netherlands 1999- Present

Assistant General Counsel- Procurement (2008- Present)

Responsible for legal and commercial support for worldwide subsea telecom system

construction and upgrade projects and related vendor and export credit agency financing.

Regional General Counsel of the Latin America and Caribbean Division (2001-2008)

Responsible for legal affairs for regional division with activities in 15 jurisdictions, annual revenue

of approximately $500 million, over 1200 employees and a team of 15 professionals.

Vice President- Legal and Commercial Affairs (1999-2000)

Managed legal and commercial support for construction and development activities in Western Europe.

Entergy Power Group, Little Rock, Arkansas, Fort Lauderdale, Florida and London, England 1994- 1999

Assistant General Counsel of the independent power subsidiary of Entergy Corporation.

Lead attorney for project development and financing efforts in South America and Europe.

Perkins Coie, Portland, Oregon 1989 - 1993

Associate, Corporate Group, in 30-attorney branch office of the largest Northwest-based law firm.

Sullivan & Cromwell, New York, New York 1986 - 1989

Associate, Bank Finance Group, in this leading international and finance law firm.

EDUCATION

New York University School of Law, New York, New York

J.D. 1986. Top 12% of class.

Princeton University, Woodrow Wilson School of Public and International Affairs, Princeton, N.J.

M.P.A. - Economics and Finance, 1986.

University of Michigan, Ann Arbor, Michigan

B.A. with High Distinction and High Honors in Economics, 1979.

GOVERNMENT AND PUBLIC SECTOR EXPERIENCE

New York State Banking Department, New York, New York 1984 - 1985

Legal intern to General Counsel

Agency for International Development, Design & Evaluation Office, Kinshasa, Zaire 1983 - 1984

Assistant to Project Design Officer

Association of Community Organizations for Reform Now, Albuquerque, New Mexico 1980 - 1981

Community Organizer

Department of Justice, Antitrust Division, Economic Policy Office, Washington, D.C. 1979 - 1980

Social Science Analyst

BAR MEMBERSHIP

Member of New York, New Jersey, and Oregon Bars. Authorized house counsel in Florida.

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Marc Aron

REPRESENTATIVE GLOBAL CROSSING EXPERIENCE

• Mergers & Acquisitions- Directed regional diligence review for $350 million acquisition of Impsat, a South

American telecom provider. Coordinated local counsel work in seven countries and uncovered material

non-disclosed liabilities. Post-acquisition focus on integration of local operating companies with related

labor, tax and regulatory aspects and harmonization of sales and other contracts and related policies.

• Finance- Organized and implemented pilot program integrating vendor, engineering and finance groups to

maximize financing opportunities from export credit agencies (ECA’s). Established process which reviewed

proposed vendor and ECA financings and verified compliance with corporate financing agreements.

Negotiated documentation covering Latam assets for secured notes issued upon Chapter 11 emergence.

• Key Transactions- Led multi-functional teams responsible for key regional objectives including a JV in

Mexico, an asset restructuring in Peru, the settlement with a regional supplier exiting a Chapter 11

reorganization, the sale of tax losses in Mexico and a restatement of financial statements in Brazil.

• Regulatory/Litigation - Represented Global Crossing before regulatory agencies and supervised outside

counsel and consultants on license applications, tariff filings and audit responses. Directed judicial and

administrative actions regarding labor, central bank, tax and collection matters throughout region.

• Construction- Negotiated contracts for subsea network upgrades in Europe and Latin America as well as

turnkey construction projects for terrestrial networks in Colombia and Panama and major telehouses in

Mexico City and Miami. Closed numerous construction and acquisition contracts for terrestrial routes

throughout Belgium, Holland and France. Drafted and implemented RFP process for network maintenance.

• Government Affairs- Coordinated activities involving the US State Department, a House Subcommittee and

the US-Peru Chamber of Commerce in an effort to reduce Peruvian taxation of subsea cables. Organized

lobbying of the legislature of the City of Buenos Aires, the Peruvian Navy and the Mexican Communication

Ministry with respect to assessments on telecom infrastructure and subsequent judicial challenges.

• Law Firm/Legal Department Management- Managed multi-cultural/lingual in-house 15 professional legal

team and outside law firms in 15 jurisdictions with an annual external budget of US$ 3 million. After major

acquisition, integrated in-house and outside legal teams and implemented billing/fee arrangements.

• Sales- Coordinated with finance and tax departments to develop standard sales documentation to comply

with tax, transfer pricing, central bank, regulatory and finance requirements. Managed key regional

customer/competitor relationship through sales contract renegotiation and related litigation.

• Investigations/Ethics- Coordinated internal investigations which involved the FCPA as well as voluntary

disclosure to US government agencies. As the initial staff member of Global Crossing’s Ethics Oversight

Team, responsibilities included investigation of allegations, presentations of findings, and implementation of

both regional and global remediation programs to improve internal processes/procedures.

• Chapter 11 Reorganization- Managed activities in the Latam region arising from Global Crossing’s 22-

month reorganization in the US. Coordinated planning and implementation for filing 8 Latam entities for US

bankruptcy protection. Directed and negotiated re-structuring of supplier, landlord and customer contracts.

REPRESENTATIVE ENTERGY POWER GROUP EXPERIENCE

£750 MILLION 1200 MW SALTEND PROJECT WITH BRITISH PETROLEUM IN ENGLAND

• Negotiated consortium documentation with BP. Managed local counsel’s 15-lawyer team focused on power,

steam, interconnection, EPC, site and joint venture issues. Coordinated the internal approval process for

project and responsible for integrating tax and accounting strategies with project documentation.

• Managed negotiation by local counsel of £646 million syndicated bank financing which was the first non-

recourse bank financing for a “merchant plant” in either NY or London. This financing won the IFR

European Project Finance Loan of the Year (1998) award. Evaluated alternative financing options including

the issuance of bonds (in the UK and the US) and lease financing. Lead negotiator for £100 million credit

facility providing equity for the Saltend and other UK projects.

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Marc Aron

£465 MILLION 792 MW DAMHEAD CREEK PROJECT IN ENGLAND

• Negotiated and closed a six month £78 million non-recourse bridge loan followed by a £465 million non-

recourse permanent syndicated bank facility. Entergy won the PFI European Sponsor of the Year (1998)

award based on the Damhead Creek and Saltend CCGT projects.

ACQUISITION OF 25% OF 370 MW GENERATION PROJECT IN CHILE FROM ENDESA

• Managed negotiation of the acquisition of this development stage project and related consortium

documentation. Coordinated work on the ownership structure, which deferred US taxes, while satisfying US

and Chilean corporate law, accounting and tax regulations. This was Endesa’s first joint venture with a

foreign partner in a Chilean project.

FORMATION OF BRAZILIAN JOINT VENTURE WITH GRUPO ITAMARATI

• Negotiated and drafted consortium and acquisition documentation in connection with the formation of a joint

venture and its anticipated acquisition of two existing Grupo Itamarati hydroelectric projects. This was to be

Grupo Itamarati’s first joint venture in the power industry or with a US entity. Directed extensive due

diligence by local counsel. Negotiated termination of joint venture prior to acquisition.

SUPPORT FOR CONSTRUCTION, O&M AND PROJECT DEVELOPMENT TEAMS

• Reviewed and negotiated construction, maintenance and fuel supply agreements for gas, coal and hydro

projects in United States, PRC, Turkey, Pakistan and Venezuela. Provided legal review in connection with

bids for construction and operation of transmission system in Pakistan and Argentina.

FILINGS WITH US SEC AND FERC AND STATE REGULATORY AGENCIES

• Coordinated preparation of numerous SEC no-action letters. Responsible for EWG and related filings for

foreign projects with the FERC and state regulatory agencies. Prepared memoranda outlining SEC and

FERC rules restricting activities of non-regulated subsidiaries and permitted support from rate-base entities.

REPRESENTATIVE LAW FIRM TRANSACTIONS

RYE PATCH GEOTHERMAL FACILITY - 14 mW geothermal facility in Pershing County, Nevada, developed by ORMAT

Technologies and financed by $37-million loan from General Electric Capital Corporation.

Negotiated construction loan, field development, and trust agreements for developer. Managed real

property acquisition for project site. Responsible for reviewing and negotiating power purchase agreement,

turnkey construction contract, and financing and related project documentation.

RIEDEL COMPOST FACILITY - Compost facility financed with proceeds of $26 million Metropolitan Service District bond

issuance guaranteed by a letter of credit issued by Credit Suisse. This project was the first U.S. compost facility using

DANO technology and the first U.S. compost facility financed by Credit Suisse.

Reviewed and negotiated bank and bond documentation and service agreement for developer (a wholly

owned subsidiary of Riedel Environmental Technologies, Inc.). Lead attorney in connection with issuance of

second series of bonds to raise additional funds. Negotiated extensive work-out with Metropolitan Service

District and ultimate sale of facility to Credit Suisse.

PAMCORP AIRCRAFT MAINTENANCE FACILITY - Aircraft maintenance facility at Portland International Airport financed

with proceeds of $50 million Port of Portland bond issuance guaranteed by the Oregon Public Employees'Retirement

Fund. This was the first U.S. municipal bond issuance guaranteed by a public pension fund.

Drafted lease and guaranty documentation for developer (Pacific Aircraft Maintenance Corporation).

Formulated criteria for evaluating financing options in conjunction with developer' finance staff. Reviewed

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and negotiated bond documentation and offering memorandum.

$300-MILLION MULTI-OPTION, MULTI-CURRENCY PROJECT FACILITIES- Represented Union Bank of Switzerland, as

Agent, in connection with credit facilities provided to Cominco, Ltd., for the development of the Red Dog zinc, lead, and silver

mine in northwest Alaska.

Drafted a two-tranche construction and term facility providing multi-currency loans, letters of credit, and interest

rate swap intermediation and a revolving working capital facility secured by eligible accounts receivable and

inventory with syndicated and competitive bid multi-currency loans.

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