Select Experience in Mexico

RECENT HIGHLIGHTS OIL AND NATURAL GAS ABN-AMRO. Represented ABN-AMRO in connection with bridge financing of Gaz de France subsidiary’s purchase of a gas concession in Mexico. Cross-Border Pipeline. Represented a major US midstream company in the evaluation and preparation of its bid to enter into a long-term transportation services agreement with Comision Nacional de Electricidad (CFE), Mexico’s electric utility company, for the construction, operation and maintenance of a cross-border multibillion-dollar natural gas pipeline and natural gas header from Waha, Texas, USA, to Ojinaga, Chihuahua, Mexico. Drilling Rigs in the Gulf of Mexico. Represented HSBC and Citibank as arrangers of a US $275 million financing for the acquisition of four drilling rigs by subsidiaries of Grupo México. The drilling rigs will be used in the Gulf of Mexico and chartered to Petróleos Mexicanos. EPC Contracts. Representing infrastructure and energy services companies in the drafting and negotiating of joint venture contracts related to EPC work in connection with refineries, port terminals and cogeneration plants, all in Mexico.

Ex-Im Bank. Represented Export-Import Bank in the $229 million financing of a 120 km, 36" diameter natural gas pipeline, including 60,000 hp related compression facilities, to connect existing PEMEX pipeline system assets in Tamaulipas State, Mexico. Incentive-based E&P service contracts. Recently represented a US oil company in the evaluation of an opportunity to participate in a tender process conducted by PEMEX for the granting of incentivebased E&P contracts in Mexico, which included the preparation and negotiation of consortium and bid documents. Mayakán Pipeline. Advised on the project financing of the approximately 700 km Mayakán natural gas pipeline on the Yucatan Peninsula, Mexico. This project was the first privately owned open access pipeline in Mexico and it was named Deal of the Year by Institutional Investor.* Mexico E&P Round One. Currently representing two major international oil companies in connection with the new oil and gas regulatory framework in Mexico and with their potential participation in Round One deep-water auction, including the evaluation of bid rules and model contract proposed by the Comision Nacional de Hidrocarburos (CNH).

Mexico E&P Round 1.3. Currently representing two midsize international oil companies in connection with their successful participation in Round 1.3, organized by the CNH, and in the structuring of its agreements with its partners and planning for the execution of the Hydrocarbon Exploitation License Contract and commencement of operations in Mexico. Morelos Pipeline. Represented Mitsubishi Corp. in its bid with Techint for CFE‘s 25-year Morelos natural gas pipeline concession in Mexico. North Baja Pipeline. Represented TransCanada Corporation in the sale of North Baja Pipeline, LLC, an 80-mile natural gas pipeline that extends from southwestern Arizona to the California/Mexico border, to TC PipeLines, LP. The sale included a combination of cash and common units totaling approximately $395 million. PEMEX. Advised PEMEX in connection with the Transboundary Hydrocarbon Reservoirs Agreement of 2012 between the United Mexican States and the United States of America (often referred to as the US-Mexico Framework Agreement) for the joint development of certain cross-border hydrocarbon reservoirs in the Gulf of Mexico. In the context of that engagement, we advised PEMEX on international law and precedent regarding crossborder unitization agreements, with a particular emphasis on the regional precedent for such agreements in Latin America.

CONVENTIONAL POWER Altamira III/IV. Represented Export-Import Bank of the United States in the $590 million financing of the 1,036 MW Altamira III/IV IPP project in Altamira, Tamaulipas State, Mexico, with CFE as offtaker. Bajio IPP Project. Represented client on the $440 million financing of the 601 MW Bajio IPP Power Project in Guanajuato, Mexico. Deal was named Project Finance magazine’s Latin America Merchant Deal of the Year 2000. Campeche Project. Represented the development and financing of the Campeche Project, an approximately 250 MW power generation facility in the State of Campeche, Mexico.* Carbón II. Represented CFE in connection with the proposed but ultimately abandoned privatization of the Carbón II 1400 MW electric generation facility.* Gas-Fired Cogeneration Power Plant. Currently representing an international Asian company in the joint development of a gas-fired cogeneration power plant. Mérida III Project. Drafted the related power purchase agreement for the Mérida III Project, Mexico’s first IPP.* Mexico’s Public Service Electricity Act. Represented the CFE on the drafting of the regulations that implemented Mexico’s Public Service Electricity Act to permit private sector IPPs for the first time.*

Tabasco Jackup, S.A. de C.V. Represented HSBC and Citibank in a $175 million bridge term loan to finance the acquisition of a jackup drilling rig from a ship builder in China.

2 | Mayer Brown's Capabilities in Mexico

Nuevo Pemex Cogeneration. Represented our clients in the $700 million, 300 MW Nuevo Pemex cogeneration facility in Tabasco, Mexico. The facility is the first of a planned series of nine similar projects that has been conceived to add more than 3,000 MW of power generation capacity in Mexico. This was named Latin America Power Deal of the Year 2010 and Latin America Deal of the Year 2010 by Project Finance magazine.

RENEWABLE POWER CENACE Power Auctions. Currently representing a Mexican-based corporation as international counsel in their joint venture with a renewable energy company in their participation as a bidder in the first power purchase auction that was conducted by the Centro Nacional de Control de Energía (“CENACE”) in 2016. El Cajón Hydroelectric Project. Represented the successful closing of the $100 million bridge and the $680 million construction financing for the 750 MW El Cajón Hydroelectric Project in Mexico. This transaction was the largest financing to that date in the Mexican power sector and was named Latin American Deal of the Year for 2004 by Project Finance International and Latin America Renewables Deal of the Year for 2004 by Project Finance.* El Porvenir Project. Represented Compañía Eólica de Tamaulipas in connection with the $130 million project financing from the North American Development Bank and Banorte to fund the construction of a wind farm in Reynosa, Mexico, a city on Mexico’s border with the United States.

Energía Sierra Juárez. Represented the sponsor in the 155 MW Energía Sierra Juárez Cross-Border Wind Energy Project. The project includes the construction and operation of a Mexico-US cross-border transmission line and the project will sell its output to a US utility. Great Scott and Tres Mesas. Represented BP Alternative Energy North America in the acquisition of the Great Scott and Tres Mesas Projects located in Tamaulipas, Mexico, for the development of wind farms. La Ventosa/La Mata. Represented our clients in the project financing in La Ventosa/La Mata, a major wind power facility near Oaxaca, Mexico. The $200 million, 67.5 MW project is sponsored by EDF Energies Nouvelles’ Mexican subsidiary Electrica del Valle de Mexico (EVM). This was chosen as the Ex-Im Bank Deal of the Year 2010. La Yesca Hydroelectric. Represented our clients on the more than $1 billion La Yesca Hydroelectric Project in Mexico. This was named Americas Power Deal of the Year for 2007 by Project Finance International.* Los Santos Solar Park Project. Represented North American Development Bank and Overseas Private Investment Corporation as lenders in the financing of the Los Santos Solar Park project. The project consists of design, construction and operation of a 20 MWAC photovoltaic solar park located in the municipality of Ahumada, Chihuahua. Nuevo Pemex Cogeneration. Represented the lenders in connection with the $700 million, 300 MW Nuevo Pemex cogeneration facility in Tabasco, Mexico, being developed by Abengoa. The facility is the first of a planned series of nine similar projects in Mexico. The transaction was named Latin American Deal of the Year 2010 by Project Finance magazine. 3 | Mayer Brown's Capabilities in Mexico

Oaxaca II and Oaxaca IV. Represented Acciona Energia in the two separate project bond financings of the Oaxaca II & Oaxaca IV IPP projects in México: $148.5 million for Oaxaca II and $150.2 million for Oaxaca IV. These were selected as the Latin America Project Bond Deals of the Year 2012 by Project Finance magazine and Best Renewable Energy Financing 2013 by Latin Finance magazine. Preneal SA. Represented Madrid-based Preneal SA and its affiliates on the sale of two wind power project companies, Energía Alterna Istmeña, S. de R.L. de C.V., and Energía Eólica Mareña, S.A. de C.V., to an equity consortium controlled by Macquarie. The acquired companies own a 396 MW late-stage wind energy project in Oaxaca, Mexico. Waste-Fuel Power. Represented Power Generation Inc. and Entergy Power as developers in the development of a 300 MW waste/fuel power plant in Nuevo Leon, Mexico.

MINING B.O.O. Coal Handling Facility. Represented CFE in connection with a proposed large-scale B.O.O. coal handling facility in Lázaro Cárdenas.* Boleo Mine. Represented The Korea Development Bank, Export-Import Bank of the United States, Export Development Canada, Barclays Capital, Standard Bank, Standard Chartered Bank, WestLB and UniCredit, as mandated lead arrangers, in an $823 million project financing, provided to Baja Mining Corp.’s project company Minera y Metalurgica del Boleo S.A. de C.V, for the construction and development of a zinc, copper, cobalt and manganese mine in Baja California Sur, Mexico. Named Project Finance magazine’s Latin American Mining Deal of the Year 2010.

Mexicana de Cananea Copper Mine. Represented our client in the project financing for the acquisition of the Mexicana de Cananea copper mine.

PROJECT DEVELOPMENT & FINANCING Aluprint. Represented GE Capital in a $135 million multi-currency financing for the management buyout of Aluprint S.A. de C.V. The buyout was supported by One Equity partners, the private equity arm of an international investment bank. The GE Capital financing was provided on both US dollars and Mexican pesos and involved complex issues of Mexican and European tax and corporate law. Aluprint is a leading Mexican folding and flexible carton packaging company. Avantel S.A. Represented our client in a $470 million project financing for Avantel S.A., a Mexican telecommunications company, involving ExportImport Bank of the United States and Export Development Corporation. CEMEX S.A.B. de C.V. Represented CEMEX in outsourcing information technology, applications development and maintenance, finance and accounting, human resources and contact center services for its operations in 50 countries. Per CEMEX, the agreement is expected to generate savings of close to US $1 billion in addition to improving CEMEX’s operations and ability to serve its customers. Cemex, S.A. de C.V. Represented New Sunward Holding B.V. and Cemex, S.A. de C.V., Cemex Mexico, S.A. de C.V. and Empresas Tolteca de Mexico, S.A. de C.V., as guarantors, in a $1.1 billion term loan financing by Citibank, N.A. and J.P. Morgan Chase.

4 | Mayer Brown's Capabilities in Mexico

Compania Minera Autlan, S.A.B. Represented Credit Suisse as administrative agent and as lender with respect to a $90 million secured credit facility for Compania Minera Autlan, S.A.B. de C.V., a publicly traded Mexican mining company. Consorcio del Mayab, S.A. de C.V. Represented Consorcio del Mayab, S.A. de C.V., as borrower, and Empresas ICA, S.A.B. de C.V., as guarantor, in a $50 million secured loan by Morgan Stanley Senior Funding, Inc., the proceeds of which are to be used to complete construction of the Auneti Toll Road in Mexico. Empresas ICA, S.A.B. de C.V. Represented Empresas ICA, S.A.B. de C.V., as Borrower, in a US$200 million Term Loan extended by Goldman Sachs, as Administrative Agent, Arranger, Syndication Agent and as a Lender. FARAC Toll Road. Represented Empresas ICA, S.A.B. de C.V. on its joint venture with Goldman Sachs Infrastructure Partners, formed to implement the winning bid for the first Fideicomiso de Apoyo al Rescate de Autopistas Concesionadas (FARAC) toll road concession. Grupo Idesa, S.A. de C.V. Represented the Bank of Nova Scotia as administrative agent and arranger with respect to a $190 million unsecured loan to Grupo Idesa, as borrower, guaranteed by its subsidiaries. Grupo Lamosa. Represented the lenders, a syndicate led by Scotiabank Inverlat and Inbursa, in connection with a $450 million syndicated credit facility for Grupo Lamosa S.A.B. de C.V. Proceeds of the facility were used to refinance a $600 million leveraged financing related to Grupo Lamosa’s acquisition of Porcelanite Holding S.A. de C.V.

ICA Paneacion y Financiamiento, S.A. de C.V., SOFOM, E.N.R. Represented Credit Suisse as administrative agent and as lender with respect to a senior secured credit facility for Mexico-based ICA Planeacion y Financiamiento, S.A. de C.V., SOFOM, E.N.R. ICATECH. Represented ICATECH Corporation, as borrower, and Empresas ICA, as parent, in connection with a $150 million term loan made by Goldman Sachs Bank USA. In addition, we represented Banco Inbursa as lender with respect to a MXN1 billion loan to ICATECH Corporation with Empresas Empresas ICA, S.A.B. de C.V (parent) as Guarantor. Ingenieros Civiles Asociados, S.A. de C.V. Represented Ingenieros Civiles Asociados, S.A. de C.V., as borrower, and Empresas ICA, S.A.B. de C.V., as guarantor, in a $90 million Bridge Loan Facility extended by Morgan Stanley Senior Funding, Inc. Ingenio La Margarita SA de CV, Central Progreso SA de CV. Represented a UK-based investment firm, as arranger, in two commodities financing transactions for Ingenio La Margarita and Central Progreso, as borrowers. Internacional de Cerámica, S.A.B. de C.V. Represented The Bank of Nova Scotia, as Administrative Agent, Sole Lead Arranger and Lender, in connection with a senior syndicated $115 million facility to Internacional de Cerámica, S.A.B. de C.V. KRC Interco, S.A. de C.V. SOFOM E.N.R. Represented Scotiabank, as Lender, with respect to a MXP$1 billion loan to a Mexican subsidiary of Kimco Realty Corporation, which guaranteed the loan as parent along with any future subsidiaries.

5 | Mayer Brown's Capabilities in Mexico

LILA Mexican Holdings. Represented HSBC Bank USA, N.A., as lender and lead arranger, and HSBC Securities (USA) Inc., as sole bookrunner, in connection with a US$1.9 billion secured credit facility to LILA Mexican Holdings LLC, as borrower. The proceeds of the credit facility were used to refinance a seller financing loan provided by GE Real Estate Mexico to an affiliate of Blackstone Real Estate Debt Strategies Fund in connection with Blackstone’s acquisition of GE Capital’s commercial real estate mortgage loan portfolio in Mexico. Mexico City Water. Represented North West Water International Limited of the United Kingdom in its successful participation in the bid called by the Department of the Federal District to provide water services to Mexico City and in its joint venture with Mexico’s Grupo GUTSA, S.A. de C.V. TIP de Mexico SA de CV. Represented a Mexicobased investment firm in the refinancing of a syndicated, multi-currency facility for TIP de Mexico, as borrower.

CAPITAL MARKETS Aeroinvest SA de CV. Represented Aeroinvest S.A. de C.V., a Mexican company that owns a majority interest in Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (which owns and operates 13 airports in Mexico through long-term concessions from the Mexican government) in a three-tranche Euro-Peso 144-A debt offering for a principal amount of $2.8 billion pesos ($200 million). The proceeds of this debt offering were used primarily to pay off a bridge loan in connection with its acquisition of Grupo Aeroportuario del Centro Norte, on which we also advised.

BBVA Bancomer, S.A. Represented BBVA Bancomer, S.A. as issuer in its 144A/Reg S offering of $1 billion 7.25% Non-Cumulative Fixed Rate Subordinated Non-Preferred Notes due 2020.

CORPORATE/PRIVATE EQUITY ABA Seguros, S.A. De C.V.Represented ACE Limited on its $865 million acquisition of ABA Seguros S.A. de C.V., Mexico’s sixth-largest property and casualty insurer, from Ally Financial Inc. AgroFinanzas S.A. Represented Société Générale and its subsidiary Chac Holdings, S de RL in the acquisition of a 50 percent equity interest in AgroFinanzas, SA de CV, a specialized financial institution focused on agricultural financing in Mexico. América Móvil, S.A. de C.V. Represented América Móvil, a Mexico-based telecommunications company, in its acquisition of Argentina-based Mixplay S.A., which provides entertainment videos over its internet platform, and United States-based DLA, Inc., which is a leader in development, integration and delivery of entertainment products made for digital distribution in Latin America. América Móvil acquired Mixplay and DLA from Claxson Interactive Group, Inc. América Móvil, S.A. de C.V. Represented, as cocounsel on transactional and SEC documents, America Movil in its tender offer to acquire Mexicobased Carso Global Telecom SA de CV, a provider of local and long-distance telephone services. Carval Investors. Represented Carval Investors and its subsidiary CVI Global (Lux) Finance SARL in CVI's sale of its interest in CCS Maya S de RL de CV, Calas Housing de RL de CV and certain notes/loans issued by CCS Maya, to CS Maya LLC.

6 | Mayer Brown's Capabilities in Mexico

Cemex, Inc. Represented Cemex, Inc. in its sale of the assets of the Specialty Minerals Division to Oldcastle Architectural, Inc. Corporativo Comercial Capital and Compu, LLC. Represented Corporativo Comercial Capital and Compu LLC, Mexico-based affiliates of US Commercial S.A.B. de C.V., in the sale of the stock of CompUSA Inc. We also represented Banco Inbursa and Inmobiliaria Cars in the sale of the debt of CompUSA. Equity International. Represented Equity International in its purchase of a 49 percent stake in Grupo Acosta Verde, a leading developer, owner and manager of shopping centers in Mexico.

Grupo Colte and Pegaso Television. Represented Grupo Colte and Pegaso Television in multiple investments by Grupo Colte, Pegaso Television, TeleCapital Associates, LP and TeleCinco Gestévision S.A. into CaribeVision Holding, Inc. and CaribeVision TV Network LLC, owners and operators of a Spanishlanguage TV network. LG Display. Represented Korea-based LG Display in a transaction involving the transfer of LG Display's shares in its Mexican subsidiary that manufactures displays in Mexico. Kaltex. Represented Kaltex, S.A. de C.V. in its acquisition of all of the shares of Revman Industries from Aeon.

Equity International. Represented Equity International in its purchase of a minority interest in Mexico-based realty company Valores Integrales Immobiliarios, S.A. de C.V.

MetroNet. Represented MetroNet, S.A. de C.V. in the sale of a minority interest in MetroNet to JPMorgan Capital Corporation and Fondelec Group Inc.

Fianzas Monterrey. Represented ACE Limited in the $285 million acquisition of Fianzas Monterrey, the second-largest surety lines company in Mexico and the third largest in Latin America, from New York Life Insurance Company.

MSD Capital. Represented MSD Capital in connection with its acquisition of certain real estate development property in Casa San Lucas, Mexico.

Grupo Bimbo. Represented George Weston Limited, one of North America's largest food processing and distribution groups, in the sale of the US fresh bread and baked goods business of its subsidiary Dunedin Holdings S.à r.l. to Grupo Bimbo, S.A.B. de C.V. for approximately $2.5 billion. Grupo Bimbo is one of the world's largest baking companies and is listed on the Mexican Stock Exchange.

Packaging Corporation of America. Represented Packaging Corporation of America in the sale of its European and Mexican operations of its Hexacomb business, the largest European manufacturer of paper honeycomb and packaging solutions, to Smurfit Kappa. Pactiv Corporation. Represented Pactiv Corporation in the acquisition of a 70% interest in Central de Bolsas, S.A. de C.V. (Jaguar Corporation), a Mexican manufacturer of cups and other plastic food service products. Jaguar has two manufacturing facilities in Mexico, and distribution centers in Mexico and the United States.

7 | Mayer Brown's Capabilities in Mexico

Professional Paint, Inc. Represented Professional Paint, Inc. in the sale of the company to Powderhorn Acquisitions, Inc., a wholly owned subsidiary of Consorcio Comex, S.A. de C.V. for an undisclosed cash consideration. Puerto Cancun. Special Master to Judge Guzman of the Northern District Court of Illinois, to advise on asset recovery related to the case of United States vs Michael Kelly. Mayer Brown’s role is to assist in the defendant's restitution by taking control of, and then selling, the Mexican/Panamanian real estate and related assets. Currently advising on the sale, for the Special Master, of Puerto Cancun, an 880 acre mixed-use development in Cancun that was developed in a joint venture with Fonatur. Whirlpool Corp. Represented Whirlpool Corp. in the acquisition of Whirlpool de Reynosa S.A. de C.V. by Noma Corporation, a subsidiary of GenTek, Inc. Whirlpool Corp. Represented Whirlpool Corporation in its acquisition of the remaining 51% of Vitromatic, S.A. de C.V. from Vitro S.A. de C.V., giving it complete ownership.

DISPUTE RESOLUTION & INVESTIGATION Commercial Litigation. Represented Grupo Carso and Grupo Sanborns in reversing a $454 million jury verdict arising out of a claim relating to the opening of CompUSA stores in Mexico. We continue to represent Grupo Carso, Telefonos de Mexico, Condumex, América Móvil, Grupo Sanborns, Banco Inbursa and their affiliates in various litigation matters throughout the United States. Mexico City. We conducted an internal review in Mexico City of a Mexican insurer in response to whistleblower allegations.

NAFTA Violations. Successfully represented an international manufacturer in an investor-state arbitration against Mexico relating to tax and import measures which our client claimed violated several provisions of NAFTA by favoring domestic suppliers. We achieved the largest monetary award to date in a NAFTA arbitration. RICO. Defended several clients in a civil RICO action brought in US federal court by a now defunct Mexican bank relating to loans the bank made to a Mexican manufacturer that was in bankruptcy in Mexico. We obtained judgment for our client, which was affirmed by the U.S. Court of Appeals for the Seventh Circuit.

RESTRUCTURING Ahmsa. Represented the Steering Committee of unsecured creditors in the insolvency and debt restructuring of Altos Hornos de Mexico, Mexico’s largest steel company. Controladora Comercial Mexicana (CCM). Represented Barclays Capital in connection with the bankruptcy filing in Mexico of Controladora Comercial Mexicana, S.A. de C.V. (CCM) arising from CCM's liability under currency exchange derivatives contracts. This transaction was named IFLR’s Restructuring Deal of the Year 2011. Corporación Durango, S.A. de C.V. Represented the unsecured bank creditors of Corporación Durango, S.A. de C.V., Mexico’s largest pulp/paper company, in its debt restructuring, in which the first “pre-pack” was restructuring under Mexico’s concurso mercantil law. FUMISA. Represented ING Capital LLC in a global amendment agreement providing for a restructuring and partial repayment of outstanding bonds of Infu Trust, which is serviced by FUMISA, the operator of Mexico City’s airport. 8 | Mayer Brown's Capabilities in Mexico

Grupo Minero Mexico. Represented the unsecured creditors of Grupo Minero Mexico, Mexico’s largest mining company, in the restructuring of more than $1 billion of Grupo Minero Mexico debt. Lamosa. Represented a committee of creditors in the restructuring of $675 million of senior secured peso and dollar loans outstanding to Lamosa, SAB de CV, a Mexican tile producer. Urbi/GEO. Represented a major creditor of Urbi and GEO, two of Mexico’s largest homebuilders, in the debt restructuring of the two companies.

*Transaction was handled by a Mayer Brown lawyer while at a former firm.

*Transaction was led by a Mayer Brown lawyer while at a former firm.

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