About

Trianon Power, LLC, a Nevada limited liability company, was formed by Bruce I. Drucker and Dr. William H. Golove. Bruce was the founder and CEO of Trianon Partners, a Nevada corporation, that has been providing consulting services in the power sector since 1985. Bill was the owner of Golove & Associates, a sole proprietorship which has been providing consulting services in the power sector since 1991. Drucker and Golove are the majority owners of Trianon and together have over 60 years of experience in the development and financing of power projects.

At its core, Trianon is a project development company. Its power expertise includes wind, solar photovoltaic (on both sides of the meter), solar thermal, geothermal, biomass, landfill gas, energy from waste and conventional fuel fired projects, along with energy-efficiency, demand response and storage. Trianon is actively pursuing the development of several renewable energy projects for its own account.

At present, Trianon is funding its overhead and project development activities by providing sponsors of renewable energy and conventional fuel projects in the U.S. and international markets with business, contractual and financial consulting services on a project by project basis. Trianon is actively pursuing a development services agreement pursuant to which it will develop a power project on behalf of a sponsor for a fixed monthly fee with a success fee contingent on the successful financing of the project. Trianon is open to converting such an arrangement into an exclusive one whereupon Trianon would become a portfolio entity for a substantial sponsor.

Over the past 32 years, Drucker and Golove, collectively and individually, were responsible for the successful development of over $4 billion of independent power projects financed on a limited recourse or non-recourse basis and drafted many of the agreements required for the ownership, development, financing, construction and operation of such power projects. Drucker and Golove have actively collaborated on projects since 2008. Trianon has close associations with consultants with significant experience in all the disciplines necessary to successfully evaluate, structure, develop and finance a power project and can access such individuals in an efficient and cost effective manner as needed. Ultimately, Trianon expects to bring in one or more of those associates to join its core development team.

Trianon is unique among small project development shops. In addition to its wide range of experience and expertise in evaluating and developing projects, the extensive technical and legal backgrounds of Drucker and Golove enable Trianon to structure, draft and negotiate all the key agreements required to support the financing of power projects with limited input from outside legal counsel. Trianon’s extensive experience in the structuring, drafting and negotiation of key project contracts typically results in significant savings in legal costs for the project owner.

POWER PROJECT DEVELOPMENT FOR TRIANON’S ACCOUNT

Texas Panhandle Wind Project

In 2000, Trianon’s principals and several other individuals formed Great Plains Windpower, LLC and developed four 80 MW wind energy projects in the Texas Panhandle along the Texas and Oklahoma border.

GPW identified the sites for the four projects and entered into long-term site easements to secure land rights, erected meteorological stations to secure on-site wind data, arranged for micro-siting, performed a comprehensive wind resource analysis using both the on-site and other relevant available wind data to demonstrate the expected output of the projects based upon various WTG models, secured interconnection rights and entered into interconnection agreements with the ISO, secured tax abatements from various county agencies, identified the permits for the projects and performed sensitivity analyses of the projects’ economics.

One 80 MW project was sold to John Deere Company in 2006 and achieved commercial operation in early 2007. The remaining three projects (240 MW) were sold in June of 2007 to Noble Environmental Power. Trianon structured, drafted and negotiated all agreements relating to the sale of the project.

Aqaba, Jordan – Gas Fired Reciprocating Engine Power Project Development

Trianon, along with several partners, is developing a 60 MW gas-fired power project using reciprocating engines in Aqaba, Jordan. Once Israeli gas is made available to Jordan (this is expected to be done in 2017), Trianon will lead the negotiation of the power purchase agreements, a gas supply agreement, a turnkey engineering, procurement and construction contract and an operations and maintenance agreement. The financing for the project is expected to be provided by Overseas Private Investment Corporation. Trianon has an excellent relationship with OPIC and can qualify an international project to secure a loan for entities in which Trianon is a minority owner, including this project. The project is expected to come on line in 2019.

DEVELOPMENT CONSULTING SERVICES

Trianon has performed preliminary feasibility assessments, due diligence reviews and full- scope development and financing services for both “green-field” projects and projects at an advanced stage of development in the United States, Senegal, Bangladesh, Ethiopia, Eritrea, the U.A.E., Cambodia, Canada, Brazil, Central America, China, Colombia, Israel, Italy, Jordan, Kenya, Mexico, Korea, Pakistan and Turkey.

Senegal Wind Energy Project

Trianon was engaged in 2015 to assist with completion of the development and financing of a 158 MW wind energy project in Senegal. The principal focus of the engagement was to structure, draft and negotiate the EPC Agreements and Service and Availability Agreement with Vestas. For tax reasons, the EPC scope of work had to be allocated between a Supply Agreement and a Construction Agreement and those two agreements were “re-assembled” into a single contract with a Coordination Agreement.

This already complicated contract structure was further complicated by the requirement of the utility for the project to be built in three phases due to grid restrictions over an extended construction term under a single Power Purchase Agreement which could be terminated if all three phases were not successfully completed. Trianon also assisted in the drafting and negotiation of the technical annexes to the Power Purchase Agreement and in securing the guarantees, direct agreements and other deliverables required for closing the financing.

West Texas Wind Energy Projects

Beginning in 2010, Trianon led the green-field development of a 400 MW wind energy project in West Texas. Trianon originated the relationship with a private equity investor and led the negotiations for the sale of the project to this sponsor. The project has been in commercial operation for several years.

Beginning in 2010, Trianon led the green-field development of four separate, but adjacent, wind energy projects and created a successful plan to merge the four projects (enabling the combined site to execute interconnection agreements with both SPP and ERCOT). The combined project was recently sold to a sponsor which is partnering with the local utility to construct a first phase of approximately 500 MW.

Trianon is not able to disclose the names of these projects due to confidentiality restrictions.

Jamaica and Ethiopia Wind Energy Projects

Trianon was engaged in 2015 by the sponsor of a 36 MW wind energy project in Jamaica to draft and negotiate the EPC Contract and Service and Availability Agreement with Vestas and a separate Construction Contract with Jamaica Public Service for the construction of a transmission line and required substation upgrades. Trianon also secured the consents to assignment and legal opinions from both such parties. Trianon’s limited role in this project helped the sponsor mitigate the substantially higher costs involved in having outside legal counsel draft and negotiate the two EPC Contracts and related documents.

Trianon was engaged in 2014 to assist with the development and financing of the initial 100 MW phase of a 400 MW wind energy project in Ethiopia on a build, own and transfer basis. Trianon assisted the project developer in managing the performance of a feasibility study for Ethiopian Electric Power, the sole electricity supplier in Ethiopia (which will be the owner of the project), recommending the selection of the best wind turbine and EPC Contractor for the project, securing a full financing package for the project, drafting and negotiating the Owner’s Requirements for the EPC Contract and Warranty, Maintenance and Service Agreement and securing a financing offer for the Project from an export credit agency.

US Postal Service Behind the Meter Projects

Between 2003 and 2006, Trianon led the development at over 500 Postal Service facilities of approximately $120 million in behind the meter projects, including energy efficiency, solar generation, co-generation and demand response. For these development services, Golove was awarded a U.S. Presidential Award for Federal Energy Management in 2006. Previously, in 2003, Golove received the same award for his work in creating an energy development program on behalf of the USPS. In 1998, Golove negotiated one of the first corporate PPAs, also on behalf of the USPS, which provided 100 percent renewable energy to over 2,000 facilities in California, the largest contract of its kind at the time.

United Arab Emirates – Power and Desalination Plant Development

In 2006, Trianon completed the development of a combined power and potable water project located in Ras Al Khaimah, UAE to serve multiple commercial customers. The project included a 133 MW power plant, an electrical network (since the power plant would not be connected to the grid) and a desalination plant with an annual production capacity of 10 million cubic meters of water.

Trianon was responsible for managing all aspects of the development of the project and drafted all the project contracts, which included two turnkey construction contracts (one for the power plant and one for the desalination plant), four power purchase agreements, three potable water sales agreements, a gas supply agreement, land leases, an operations and maintenance agreement and several other agreements.

The project received final credit committee approval from its lender and was then put on hold so that the gas supplier could finalize firm arrangements for additional supplies of gas to firm up its commitments to the project under the gas supply agreement.

Landfill Gas Generation Project

Covanta Energy Corporation, a public company, has been a client of Trianon since 1999. Covanta is the largest energy from waste company in the U.S. It has more than a billion dollars in annual revenues and processes over 50,000 tons of waste per day into electricity. In 2004, Trianon assisted Covanta in developing an additional landfill gas power project at its existing landfill gas generating facility in Otay, California. The output of the expanded facility is being sold to San Diego Gas and Electric under a PPA entered into by Covanta after it was selected under an RPS RFP. Trianon prepared the response to the RFP, negotiated the power purchase agreement and negotiated the various agreements with the landfill owner relating to the collection and supply of landfill gas for the project.

Bangladesh – Barge Mounted Power Plant Development

In 1998, Trianon was engaged by El Paso Energy to assist in the due diligence review of a potential investment by El Paso in a 110 MW, barge-mounted, dual fuel (oil and natural gas) reciprocating engine power plant project in the late stages of development in Dhaka, Bangladesh. Trianon had lead responsibility to perform a due diligence review on this project, focusing on the ability to secure financing since it was being financed with 100 percent equity and debt financing was not expected until the construction of the project was complete. Following that review, Trianon assisted in structuring and negotiating the terms of a joint venture agreement, which brought El Paso into the Project along with the then existing sponsors, Wartsila NSD North America, Inc. and Covanta.

Trianon’s role in the project was later expanded to (i) assist the sponsors in concluding the on-going development work and finalize the placement of a fully recourse bridge loan with commercial banks for construction and (ii) negotiate, document and fund a limited recourse permanent financing for the Project with OPIC. Trianon’s success in closing the financing with OPIC rapidly (and ahead of a financing by IFC of an almost identical project) and the continuing work performed by Trianon following the closing of the financing helped solidify its relationship with OPIC.

Development tasks which Trianon had the primary responsibility for included: (i) negotiating with the Government of Bangladesh to finalize all the amendments required by OPIC to the Implementation Agreement and the related Guarantee; (ii) negotiating with the Bangladesh Power Development Board to finalize all the amendments required by OPIC to the Power Purchase Agreement and to secure an easement agreement; (iii) negotiating and drafting a fuel supply and storage agreement with a local fuel supplier and an international back-up supplier in connection with the supply of liquid fuel to the project; (iv) assisting the Sponsors in finalizing the ownership structure for the project company and drafting the Shareholders Agreement; (v) negotiating with the bridge lenders to close the bridge construction financing for the project; (vi) negotiating the loan documents with OPIC; and (vii) lead responsibility to satisfy the conditions precedent to close and fund the OPIC loan.

Pakistan – Low Btu Gas Combined Cycle Power Plant Development

In 1997, Trianon successfully concluded a 42-month development effort and closed and funded a $170 Million financing for the 151 MW Fauji Kabirwala Power Project in Pakistan, which was complicated by several major changes in the Sponsor group. Financing for the project was provided using: a direct loan of $32 Million from the Asian Development Bank; a complementary loan of $60.5 Million provided by ADB through its co-finance program (which loan was provided by a syndicate of six commercial banks and was underwritten by ABN AMRO Bank N.V.); and a direct loan of $35 Million from the Export Development Corporation of Canada. The equity for the project was ultimately provided by a Pakistani sponsor (Fauji Foundation), El Paso and ADB.

Trianon provided full-scope services in connection with the development and financing of the project. Development tasks for which Trianon had primary responsibility included: (i) negotiations with the Government of Pakistan to finalize the Implementation Agreement and Guarantee; (ii) negotiations with the Pakistan Water and Power Development Authority to complete the Power Purchase Agreement; (iii) negotiations with two Pakistan entities (one government controlled and one private) for the completion of fuel supply agreements for a supply of low-Btu and pipeline quality gas to the project; (iv) drafting and negotiating the EPC Contract for the project (which had to be bifurcated for tax purposes into a supply contract and a construction contract with consolidating side letters); (v) drafting and negotiating the Operation and Maintenance Contract; (vi) assisting the sponsor in creating the ownership structure for the project entities and the drafting and negotiation of the Shareholders Agreement; (vii) assist in preparing pro forma cash flow projections for the Project; (viii) coordination of the activities of the environmental and risk management advisors, including working with the insurance broker to structure an owner controlled insurance program; (ix) negotiations with the lenders relating to the project agreements and manage the process of obtaining required amendments; and (x) negotiations with the lenders and the coordination of the comments of the Sponsors and project counsel to the loan agreements.

New York – Combined Cycle Power Project Development

In 1991, Trianon closed the financing of a $205 Million, 80 MW power project at Syracuse University consisting of two GE LM 5000 engines, a 9.5-mile natural gas pipeline and a pre- purchased gas supply agreement. A unique aspect of the project was the inclusion in the financing of 20 years of natural gas for the project. Trianon performed a due diligence review and completed development and the financing of the project. Trianon drafted and negotiated the key project agreements.

In 1992, Trianon had primary responsibility for simultaneously converting the $205 Million construction loan to a term loan, completing the sale of a $12.5 Million equity interest to an institutional investor and selling down an interest in the term loan to a new lender providing fixed rate debt (which required the partial unwinding of a hedge transaction).

M&A Services

Trianon performs origination, due diligence reviews and feasibility analyses on behalf of its clients.

West Texas – Wind Power Project Sale

In 2016, Trianon advised Bearkat Renewable Energy Project, LLC, in its effort to attract a well-capitalized sponsor, resulting in the sale of the project to a large European investor and the start of construction in April 2017.

Texas Panhandle – Wind Power Project Sale

In 2015, Trianon was engaged by Changing Winds Renewable Energy Project, LLC to advise on the sale of its wind energy project to interested investors, resulting in the sale of the project to a large European investor. The investor is pursuing the off-take arrangements for the project.

Foreign Entry into U.S. Market

From 2013 to 2014, Trianon led an M&A activity in the U.S. on behalf of Northland Power, a Toronto-based, IPP. Trianon identified over 100 potential power acquisition opportunities. Although Northland ultimately decided not to enter the U.S. market, approximately half of those projects have been acquired by other investors.

California – Landfill Gas and Wood Projects Development and Sale

Trianon assisted Covanta in 2005 with the sale of certain of its California power projects, including the sale of two landfill gas projects in Los Angeles to U.S. Renewables, Group, a renewable energy fund. Trianon prepared the RFP documents, analyzed the proposals of bidders and helped structure, document, negotiate and close the transactions.

Other work for Covanta included (i) conducting an RFP for the sale of two wood fired power plants, (ii) negotiating the sale of a gas-fired project that was under development to a party interested in the project for a RFP conducted by a utility, (iii) selling a landfill gas project to the owner of the landfill supplying gas for the project, (iv) selling a landfill gas project to a developer interested in expanding the facility and acquiring various companies as part of a roll-up strategy. In 2014, Trianon assisted USRG in selling those projects to monetize its investment.

Other Consulting Services

Trianon has performed a range of other services for clients utilizing its business and legal skills.

Contract Drafting and Negotiation

Trianon has performed services for certain of its clients that would ordinarily be performed by a general counsel where the client did not have the financial resources to engage one. The services included the review, drafting and negotiating of a wide range of agreements, including shareholder agreements, confidentiality agreements, employment agreements, limited liability company agreements, leases, letters of intent, consulting agreements, loan agreements, turnkey construction contracts, service agreements, term sheets and formation of new entities and other services. Details can be provided regarding these arrangements upon request.

California – Solar Thermal Technology Commercialization

In 2007, Trianon was engaged by Pratt and Whitney Rocketdyne and Hamilton Sundstrand Corporation, two wholly owned subsidiaries of United Technologies Corp. to assist in the development of a project with its proprietary solar thermal technology which utilized a molten salt storage and delivery system to allow the project to effectively store all thermal energy collected throughout the day and operate as a base load plant 24 hours per day or as a peaking plant for limited hours and limited days.

When it became apparent that the UTC companies were not able to take the risks required by the project, Trianon developed a plan to license the technology to an experienced power developer and introduced UTC to USRG. Trianon assisted USRG in securing the exclusive worldwide license rights to the technology from UTC.

Trianon structured and negotiated the business agreements between USRG and UTC. This culminated in the formation of a new company, SolarReserve, LLC. Trianon assisted USRG in the forming and initial funding of SolarReserve and securing the exclusive worldwide license. Trianon secured an ownership interest in SR for securing and structuring that transaction. Following the securing of the rights, SR completed a second round of funding for SR, raising $140 Million based on an assumed corporate value of $440 Million. SR has since secured a $737 Million DOE guaranteed loan for the construction of the first project with the technology.

Project Finance, Project Development and DOE Guaranteed Loan

In 2008, Trianon was engaged by Nordic Windpower USA, Inc., a manufacturer of a 1 MW two-blade wind turbine designed for lower speed wind regimes, to create an in-house development services program to offer to Nordic’s customers and lead an effort to achieve bankability. Approximately half of Nordic’s customers opted to use the development services. Trianon originated an offer of $70 million of combined tax and sponsor equity, but the deal was not consummated because a serial defect in the turbine led to the bankruptcy of Nordic. Prior to the bankruptcy, Nordic applied for a loan guaranteed by the DOE to construct a wind turbine manufacturing facility in Idaho. Trianon helped negotiate the loan with the DOE.

Renewable Diesel Technology

In 2008, Trianon was introduced to a proprietary technology that converts a wide range of hydrocarbon waste material into a high-quality diesel fuel oil. The process uses catalytic depolymerization in a patented turbine mixing chamber. Acceptable feedstock for the technology includes plastics, paper, municipal waste, refinery sludge, waste oil, biomass, chicken litter, cow manure and auto fluff. The technology was developed and is owned by AlphaKat GmbH and was being marketed by AlphaKat – Global Energy GmbH which is owned equally by AlphaKat and Global Energy, Inc.

Trianon introduced Covanta to the technology and structured and negotiated a series of exclusive license and other agreements among AlphaKat-Global, Covanta and Global.

Capital Raising

Trianon assisted several early stage companies in securing initial funding for their business plans and finding strategic investment partners. Confidentiality restrictions prevent Trianon from disclosing the names of those client. Such investments are primarily in technology companies at an early stage of development. Trianon also worked with USRG to assist in raising capital and the pursuit of acquiring, developing, financing and disposing of projects and platform companies.