"The course was fantastic –

instructors were great!"

- PPP Canada Advisor

Vair Training LLC

In association with
presents:
Public-Private Partnership
Advanced Modeling with Legal Analysis
January 13 - 14, 2011 Toronto

● Build an extensive concessionaire bid model

● Learn advanced modeling techniques for robustness
● Review for specific legal, contract and structure due diligence
● Incorporate new debt profiles to meet existing market conditions
● Use financial models to guide negotiations and decision-making
● Learn to “negotiate off the model” and dovetail the model and contract
● Engage in real-time commercial discussions with active
project developer/financial advisor and PPP legal experts

Charles T. "Chip" Haskell, Jr. Managing Director, The Vair Companies, Inc.
Jonathan B. Weisz Partner, Torys, LLP

Limited Spaces Available – REGISTER TODAY!

Fax +1 678 802 3222 or online www.vaircompanies.com
Vair Training
PPP Advanced Modeling with Legal Analysis: Toronto
COURSE OBJECTIVES
NEW! Analyzing and modeling project documents including RFP, Project Agreements, Guaranteed Price
Contracts, Lenders' Direct Agreements, Value-for-Money Reports, etc.

People do not sign models - They sign the contracts that those models represent. Public-Private Partnership
Advanced Modeling with Legal Analysis is a Vair Training Master Class and focuses uniquely on PPP projects in
Canada and their related modeling issues. After reviewing some basic elements that separate PPP from
traditional infrastructure and project financing, the participants are given a full suite of project documents and
macroeconomic information that are indicative to infrastructure projects. This is followed by a step-by-step
procedure of building a complex model for a concessionaire bid. This phase of the course demonstrates how to
dovetail contracts and shows that nothing in PPP is mutually exclusive.

Once completed, the delegates review the model from a due-diligence analysis, usually taken from a government,
lender or third-party equity perspective. The final phase of this module uses sophisticated model techniques to
help the practitioner “price the deal” and “negotiate off the financial model”. Special consideration is given to
more advanced PPP issues like liquidated-damages analysis, drop-down and direct agreements, and appropriate
security packages. The course’s overriding theme is to use the model as a highly-developed financial analysis
tool that reviews the appropriate risk-versus-reward profiles of project finance. This is an advanced course and is
geared to the intermediate-to-advanced delegate.

COURSE OUTLINE
Part 1 - Project Finance for PPP Part 13 - Financing
Part 2 - The Role of the Model and Common Rules Part 14 - The Income Statement
Part 3 - The Risk Matrix Part 15 - The Balance Sheet
Part 4 - Introduction of a Project for Modeling Part 16 - The Statement of Cash Flows
Part 5 - Legal Due Diligence, Documentation, Permitting Part 17 - Equity Returns
& Structuring Part 18 - Loan Values
Part 6 - The Assumption Page Part 19 - “Pricing the Deal” and Analysis
Part 7 - Revenue: Availability vs. Service & Unitary Payment Part 20 - Documenting Changes to the model
Part 8 - Operations Part 21 - Analysis of Liquidated Damages (“LD”),
Part 9 - Construction Asset Renewal & Lifecycle Reserves
Part 10 - Insurance Part 22 - Monte Carlo Simulation
Part 11 - Taxes
Part 12 - Depreciation

For a detailed course syllabus, click here

PREVIOUS PARTICIPANTS INCLUDE DELEGATES OF:

● AECOM ● Hydro Quebec ● Scotia Bank
● Bank of Montreal ● Infrastructure Ontario ● Societe Generale
● BNP Canada ● New Brunswick Power ● SNC Lavalin Capital

● Carillion Canada ● Northwest Territories Energy Corp. ● TD Securities

● Dexia ● Ontario Teachers’ Pension Plan ● TransCanada

● Export Development Canada ● PPP Canada ● Waterfront Toronto

● HSBC Financial ● Royal Bank of Canada ● World Bank/IFC

Vair Training
PPP Advanced Modeling with Legal Analysis: Toronto

ABOUT THE INSTRUCTORS

Charles T. Haskell, Jr.

Charles “Chip” Haskell, Jr. is a Managing Director with The Vair Companies and
author of Advanced Modelling for Project Finance for Negotiations and Analysis.
He has taught financial modeling to delegates from hundreds of organizations
worldwide.

The Vair Companies is an active advisor to sponsors, lenders, participants and

governments in the infrastructure sector, having advised on the closing of over
USD 3 billion in assets globally. Before founding The Vair Companies, Chip was
a Director with Mirant, based in Amsterdam. Prior to joining Mirant, Chip was a
Manager with Wärtsilä Development and Finance.

Chip has a BA in Economics and French from Hanover College, an MA in French

from Middlebury College and a Masters in International Finance and Accounting
from Thunderbird School of Global Management.

Jonathan B. Weisz
Jonathan Weisz is a partner at Torys LLP and head of the firm's Project Finance
Group. He recently acted as lead counsel to the lenders on the $165 million
financing of the Deh Cho Bridge in the North West Territories, as lead counsel
to the lenders on the C$942 million project financing of the 850MW Sithe-
Goreway project, as lead counsel for the borrower on the C$650 million project
financing of the 1005MW Greenfield Energy Centre project, and as lead
counsel to the monoline insurer on the financing of the Golden Ears Bridge,
Calgary Ring Road, and the wrapped financing for six hydroelectric facilities
under construction in British Columbia.

In addition to his legal practice with Torys, Jonathan served as the Director of
Project Development for Westcoast Energy International in Latin America.
Vair Training
PPP Advanced Modeling with Legal Analysis: Toronto

About The Vair Companies, Inc.

The Vair Companies offers financial advisory, training and seminar
services to organizations and individuals working in the finance sector
and international infrastructure/project development industry. We are
active advisors to sponsors, lenders, participants and governments in the
infrastructure sector, having advised on the closing of over USD 3 billion
in assets globally.

During training, we use the same real-world methods and industry

techniques we employ on behalf of our advisory clients. Our courses are
taught by active financial advisors and project developers who impart the
same techniques used to drive real projects, valuations and deals. Vair is
not a PowerPoint-based training firm. Instead, we apply a “hands-on”,
“learn-by-doing” approach to our teaching.

For more information, visit www.vaircompanies.com

About Torys, LLP

Torys LLP is an international business law firm with 300 legal
professionals in its Toronto and New York offices. Torys is known for its
seamless cross-border services in a range of areas, including mergers
and acquisitions; corporate and capital markets; litigation and dispute
resolution; restructuring and insolvency; taxation; competition and
antitrust; environmental, health and safety; debt finance and lending;
project development and finance; managed assets; private equity and
venture capital; financial institutions; pension and employment;
intellectual property; technology and communications; life sciences; real
estate; infrastructure and energy; and personal client services.

For more information, visit www.torys.com

Vair Training
Registration Form: Toronto
Fax completed registration form to +1 678 802 3222 or register online at www.vaircompanies.com
For more information, please call +1 866 410 VAIR (8247) or email info@vaircompanies.com

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Please register the following number of delegates for:

 Financial Modeling & Analysis in Excel January 11-12, 2011 Toronto ___ delegate(s) at US$2,500/ea
 PPP Advanced Modeling with Legal Analysis January 13-14, 2011 Toronto ___ delegate(s) at US$3,900/ea
 Combined Course (US$500 savings) January 11-14, 2011 Toronto ___ delegate(s) at US$5,900/ea

Early-Bird Special: 10% discount for registrations and payments received by November 17, 2010
Group Rates: 20% discount for the third and subsequent delegates from the same organization

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Materials: Course materials are provided electronically on Day 1 of on-site registration. Delegates are required to bring a
laptop computer equipped with Microsoft Excel software.
Hours: Courses run 9:00 AM–5:00 PM daily
Cancellation Policy: All cancellations must be received in writing. A full refund less a 15% administrative fee will be given for
cancellations up to 21 days before the event start-date. Cancellations received less than 21 days before the event will not be
eligible for a refund. A comparable future course may be attended in lieu of a refund depending upon availability and
location. Delegate replacements are also welcome.
Schedule Changes: Vair Training may find it necessary to reschedule or cancel sessions and will give registrants appropriate
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