C.

David Lamoreaux
685 West End Avenue, Apt. 7C, New York, NY 10025
cl67cfac@westpost.net
917-513-4471
Corporate, Transactional and Energy Projects Counsel
A corporate and transactional legal professional with significant
experience in energy and infrastructure project development, project
finance and asset-based finance, acquisitions and divestitures, securities
laws, corporate governance, legal and regulatory compliance and
administration. A conscientious leader and problem solver with in-depth
knowledge of electric utility, global independent power and infrastructure
industries, including renewable and fossil fuel technologies, combined with
legal management and administrative expertise and excellent draftsmanship
and communication skills. Experience punctuated by increasing
responsibilities and skills as follows:
|Chief legal advisory role in |Contract negotiation, drafting and |
|Sub-Saharan African infrastructure |review |
|development | |
|Co-developer and chief legal advisory|Adviser to Board members and senior |
|role in international and domestic |management on corporate governance, |
|power project development and project|securities law matters and |
|acquisitions |transactions |
|Project Finance Transactions |Chief counsel for federal energy |
| |regulatory matters |
|Subsidiary Officer responsible for |Collaboration with accounting, tax, |
|commercial and legal work in |engineering, finance, human |
|divestiture of non-utility assets |resources, public affairs, |
| |environmental, risk management |
|Team Leader in development of |Chief counsel in securities laws |
|emerging competitive market products |compliance, including 1934 Act, |
|and services for utility operations |Section 16 reporting, Sarbanes-Oxley |
|Leveraged Lease Financing |Risk Analysis and Management |
|Transactions | |
PROFESSIONAL ACCOMPLISHMENTS
Success in closing numerous transactions in the energy, utility and
infrastructure project arenas, as well as other industries, including
development, acquisitions, divestitures, and financings as follows:
Current financing execution of multi-purpose infrastructure project in
Uganda, including solar power facility, ferry transport, drinking water and
road upgrade
Development and financing of a 850 MW coal-fired power project in Arizona
Development, financing and sale of a $200 million energy expansion and
utility services project in Curacao
Development and construction of 75 MW and 20 MW gas-fired utility power
plants in Arizona
Financing of three geothermal power projects located in the Philippines
Acquisition of a partially constructed 570 MW combined cycle power project
in New Mexico
Sale of a multi-purpose energy project in the Czech Republic
Acquisition of onsite power project located at a brewery site in Colorado
Project financing of small hydro power production facility in Maine
Sale of Hilton and Holiday Inn hotels, Arizona land holdings and motor
vehicle finance company owned by subsidiary operations
Mergers and acquisitions and securities transactions involving the wood
products, mining, solar energy, and technology industries
 EMPLOYMENT HISTORY

LEGAL DIRECTOR, eleQtra (InfraCo), Inc., New York, New York (2008-Present)
Perform broad variety of legal management functions for donor-funded
management services company engaged in development of infrastructure
projects in low income countries in Africa
Representative projects under current development include ferry transport,
solar power, water, and road project in Uganda, wind power projects in
Senegal and Ethiopia, small hydropower project in Zambia
Take lead in reviewing, negotiating and drafting contractual agreements,
including project development agreements, requests for proposals,
engineering, procurement and construction contracts, technical advisory and
consulting agreements, management services agreements and complex equity
investment and debt project financing documents
Provide analysis of legal and regulatory framework relevant to particular
projects
Identify siting and permitting requirements, and liaise with local
advisors, investors and government officials
Administer legal and regulatory compliance functions, including matters
related to employment and benefits, procurement, and ethics requirements

SENIOR COUNSEL, UniSource Energy Corporation, Tucson, Arizona (1992-1997;

1999-2008)
Acted as senior legal counsel and subsidiary officer in broadly based
corporate, transactional and regulatory practice for NYSE listed energy
company and its regulated and unregulated subsidiaries
Held commercial and legal responsibilities in the development, acquisition,
financing and sale of various energy projects and assets, including
domestic and international power generation projects (renewable and fossil
fuel), transmission projects, solar technology development company, hotels
and other real estate assets
Reviewed, drafted and negotiated extensive contracts and other
documentation, including development and participation agreements, project
finance and corporate finance documents, equipment and leveraged leases,
engineering, procurement and construction contracts, O&M agreements, power
purchase agreements, fuel purchase and transportation contracts, real
estate documents
Served as corporate secretary to investment subsidiaries and advised Board
members on investment and divestiture-related matters
Compliance duties included advising senior management and Board members on
federal securities regulatory matters, including executive compensation and
other 34 Act disclosures, and providing legal support to human resource
group on employment-related matters

CORPORATE COUNSEL, CalEnergy Corporation, Omaha, Nebraska (1997-1999)

Acted as legal counsel for global energy company in connection with the
development, financing and operation of power projects located in the U.S.
and overseas, and other strategic business development opportunities
Extensive work in permitting and financing of geothermal power projects in
Philippines and supporting construction of hydroelectric and irrigation
project
Led comprehensive tax-based reorganization of international operations
aimed at optimizing tax consequences of repatriation of foreign income
Provided legal advice on prospective bids for acquisition of U.S. power
generation assets
Worked with critical foreign governmental officials and advisors to address
concerns related to business relationships
ASSOCIATE, Skadden Arps Slate Meagher & Flom, Washington, DC (1990-1991)
Primary work directed at project development and finance in the U.S.
Drafted, negotiated and analyzed full range of customary documents for
development and financing of small power production facilities,
cogeneration and resource recovery projects and alternative energy
technologies
Provided advice on matters related to workouts of troubled projects and
equity investments in project companies

ASSOCIATE, Stoel Rives Boley Jones & Grey, Portland, Oregon (1988-1990)
Worked in broadly based corporate, finance and transactional practice,
including mergers and acquisitions, project finance and securities
transactions
Drafted and negotiated purchase and sale agreements and other documents for
mergers, asset acquisitions and divestitures related to technology,
telecommunications, energy, consumer products and other industries
Drafted and negotiated documents related to development, construction and
financing of renewable and small independent power generation projects,
including equity agreements, loan agreements, mortgages and other security
documents, EPC contracts, O&M agreements, power purchase agreements
Experience in securities transactions included public offerings and private
placements of debt and equity securities for publicly and privately traded
companies

ASSOCIATE, Morgan, Lewis & Bockius, New York, New York (1985-1988)
Worked in corporate, finance and securities practice
Principal work directed at financial transactions and included analyzing,
drafting and negotiating documents for asset-based financings, including
equipment and leveraged leases, project financings and private placements
of debt and equity
Drafted and negotiated documents including leases, participation
agreements, mortgages, partnership agreements, loan agreements and offering
memoranda
EDUCATION:
COLUMBIA UNIVERSITY SCHOOL OF LAW, New York, New York
J.D., 1986
Harlan Fiske Stone Scholar
Staff Member, Columbia Human Rights Law Review
Author, "Obtaining Information to Prepare for a Case: The Process of
Discovery,"
The Jailhouse Lawyer's Manual, a publication of Columbia Human Rights
Law Review
UNIVERSITY OF UTAH, Salt Lake City, Utah
B.A., Economics, 1983
Magna Cum Laude
Phi Beta Kappa Honor Society
REFERENCES:
Available upon Request