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INTERNATIONAL DEVELOPMENT LAW INSTITUTE

LEGAL ASPECTS OF PROJECT FINANCE

IBT-31E

October 4-15,1999 Rome, Italy

SEMINAR REPORT

IDLI, Via di San SebastianeI/o, 16 - 00187 Rome, Italy

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ACKNOWLEDGEMENTS

The International Development Law Institute expresses its appreciation and gratitude to the following governments, institutions and individuals which provided support to the Seminar on "Legal Aspects of Project Finance" by making funds, experts or training documents available:

• ABN AMRO Bank N.V., Amsterdam, The Netherlands

• Freshfields, Rome, Italy

• Studio Legale e Tributario fondato da Enzo Capaccioli, Rome, Italy

• Wilde Sapte, London, United Kingdom

• Milbank, Tweed, Hadley & McCloy, London, United Kingdom

• Mediocredito Centrale S.p.A. Rome, Italy

• Institute for Public-Private Partnerships (IP3), Washington, D.C., USA

• Government of China

• Government of Austria

• Government of Finland

• Norwegian Agency for Development Cooperation (NORAD)

• Coca-Cola, London, United Kingdom

a The John D. & Catherine T. MacArthur Foundation, Chicago, USA

• United States Agency for International Development (USAID) Washington D.C., USA

• Sycip, Salazar, Hernandez & Gatmaitan, Manila, The Philippines

• Clifford Chance, London, United Kingdom

• Baker & McKenzie, Chicago, USA

• Microsoft Corporation, Reading, United Kingdom

• The World Bank Group, Washington D.C., USA

TABLE OF CONTENTS

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Seminar Overview 1

-- Seminar Objectives 3

Syllabus 4

• Summary of Proceedings 5

Visiting Instructors 16

• Seminar Manager 22

Participants Profile 23

• Participants 24

Program Management 26

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SEMINAR OVERVIEW

The Seminar was officially opened on Monday, October 4, 1999 by Mr. William T. Loris, IDLI Deputy Director and Head of Programs, followed by an introduction and orientation by the Seminar Manager, Ms. Maria Sara Jijon C., IDLI Program Legal Counsel. IDLI staff briefed the participants on administrative and logistical matters.

Mr. Jan Prins, from ABN AMRO Bank N.V., Amsterdam, introduced the topic of Project Finance to the participants. He provided a general overview of project finance, and centred his presentation on the business approach. The overview covered the different stages of the project cycle starting with the feasibility stage up to the completion and operational stage. In addition, the introductory session w used the project cycle to identify different project risks and techniques for allocating and mitigating them. As part of the introduction, participants were introduced to different forms of financing which were compared and contrasted with project financing.

Mr. Neil Falconer, from Freshfields, Rome, presented the legal issues arising in a project financing transaction. In doing so, Mr. Falconer gave an overview of the role of SPY, the importance of a "due diligence", the issues of importance to sponsors, as well as intercreditor issues. He also mentioned the issues affecting the legal environment in countries implementing significant economic changes. To finalise, Mr. Falconer led the discussion of a hypothetical case study.

Mr. Lorenzo Corsini, from Studio Legale e Tributario fondato da Enzo Capaccioli, Florence, was in charge of presenting the possible business and legal organisational forms that sponsors can adopt for the project. These included joint ventures and special purpose vehicles. Participants compared and contrasted the different organisational forms and examined their constitutional documents such as joint venture and shareholders' agreements. Participants also identified and discussd key clauses of concession and implementation agreenJents.

The second week opened with an examination of commercial agreements in project financing. Ms. Joanne Horridge, from Wildesapte, London, concentrated on Construction and 0 & M Contracts. Participants discussed the key clauses of these agreements, while dealing with a case study.

Mr. Howard Barrie, from the Project Finance Group of Wildesapte, London, focussed on financing and security arrangements. Participants discussed sources of finance. Participants also analysed syndicated loan agreements, subordinated loan agreements and inter-creditor agreements. They examined typical security arrangements in project finance including onshore and offshore arrangements.

Mr. Phillip D. Fletcher, assisted by Ms. Nimali de Silva, from Milbank, Tweed, Hadley & McCloy, London, focussed their analysis in multi-sourced financing, with special emphasis in ECAs and MLAs financing. Participants reviewed the different services provided by ECAs, the scope of coverage of these products, and the advantages and disadvantages of using them. They also examined the different products offered by MLAs.

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In the afternoon session, Mr. Fletcher focussed on dispute resolution issues in project finance. Participants compared and contrasted litigation, arbitration and voluntary dispute resolution techniques. They examined choice of law and choice of forum issues as well as the drafting of dispute resolution clauses. They compared and contrasted different arbitral tribunals.

At the end of the second week, Mr. Francesco Amicucci, from the Legal Department of Mediocredito Centrale, Rome and Dr. Yohannes Kassahun, Vice President, The Institute for Public and Private Partnerships, Washington D.C., led an intensive one­and-a-half day session, in which all main issues discussed during the seminar were reviewed.

This session was based on a hypothetical project to construct, operate and maintain a fertiliser plant. Participants were provided with a Preliminary Information Document, setting out the details of the project (Executive Summary), the terms of the project documents and the Term Sheet. Participants were then divided into groups, representing the interest of the Financiers, the Sponsors and the Country. Background papers and interest papers were distributed separately to the members of the relevant groups. The Key issues for the negotiation session were given to the different groups, which were asked to develop a strategy (form a position) for negotiation.

The participatory training methodology used at IDLI requires that participants actively discuss, practice and relate their experiences. The emphasis throughout was on fine­tuning skills and acquiring new ones through the process of small group discussion, case studies, exercises and expert presentations. The training sessions proved to be both productive and enjoyable for all those participating.

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SEMINAR OBJECTIVES

The objective of the seminar is to enhance the abilities of lawyers, legal counsels (either in-house or external) and policy makers/advisers of

~ Ministries of finance, industry, environment, transport and communications, public works, energy and mines

~ Local and regional governments ~ State owned enterprises and other utilities providers ~ Commercial and development banks ~ The Judiciary

By the end of this two-week seminar, participants should be able to:

• describe the different types of project finance, their typical structures and the project life cycle

• mention the different obstacles in public infrastructure finance • identify the main categories of country risk • suggest ways of handling the different risks involved in a project financing • describe the different elements of a "due diligence" • identify the main clauses of consortium, partnership and joint venture agreements • list the key issues in Project Construction Contracts, and in Operation and

Maintenance Agreements • explain the funding and lender protection issues • identify the main clauses of the relevant credit and security agreements • show a better understanding of the manner in which the clauses of the financial

agreements can minimise credit risk • develop the relevant legal and administrative documentation involved • explain the different sources available fei financing infrastructure and other high

scale projects • summarise some of tJle means of resolving disputes arising from project finance

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"LEGAL ASPECTS OF PROJECT FINANCE" (IBT-31E)

Rome, October 4 - 15 1999

Seminar Manager: Marfa Sara Jijan c. Course Assistant: Patrizio Savarese

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Introduction to Project Finance (Business part)

Jan Prins

Contracts

Joanne Horridge

Case StudylRole Play

Joanne Horridge & Howard Barrie

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Introduction to Project Finance (Business part)

Jan Prins

Introduction to Project Finance (Legal part)

Neil Falconer

Financial and Security Arrangements

Howard Barrie & Joanne Horridge

• Case Study

Howard Barrie

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Introduction' to Project Finance (Legal part)

Neil Falconer

Afternoon off

Multilateral an Credit Agencies (ECAs)

Philip D. Fletcher & Nimali de Silva

Dispute Resolution

Philip D. Fletcher & Nimali de Silva

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Project Form and Organization

Lorenzo Corsini

Lorenzo Corsini

Francesco Amicucci & Y ohannes Kassahun

Workshop

Francesco Amicucci & Y ohannes Kassahun

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Project Form and Organization

Lorenzo Corsini

Lorenzo Corsini

I Francesco Amicucci & Y ohannes Kassahun

I Closing

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SUMMARY OF PROCEEDINGS

MONDAY, OCTOBER 4, 1999: Orientation

IBT-31E was officially opened by Mr. William T. Loris, IDLI Deputy Director and Head of Programs. The two-week seminar was introduced by Ms. Maria Sara Jij6n, IDLI Program Legal Counsel and Course Manager. IDLI staff members and the participants were invited to introduce themselves, giving a short presentation of their professional background.

Ms. Jij6n explained the training methodology and the rules to be followed during the seminar. She underlined the importance of the involvement of the participants and their contribution to the learning process through active participation and the sharing of the different national expenences.

The second part of the morning was dedicated to administrative and logistical matters. Ms. Alexandrine Brassart, Administrative Assistant, Ms. Fiamma Spinelli, Logistics Officer, and Ms. Catherine Perrigaud, Admissions and Evaluations Officer, introduced themselves and provided participants with infonnation on administrative and logistical matters.

MONDAY, OCTOBER 4, 1999: Introduction to Project Finance

In the afternoon, Mr. Jan Prins, Managing Director, Head of Global Corporate Finance, Power & Utilities at ABN AMRO N.V. Bank, Amsterdam (The Netherlands), introduced the Business Part of Project Finance.

1. Concept and Trends.

Mr Prins began his session by defining Project Finance and providing a general overview of project finance. He centred his presentation on the business approach. Generally speaking, he said, a project cycle starts with the feasibility stage up to the completion and operational stage:

The feasibility phase during which the practicability of the proposed project IS

studied; The completion phase during which the project is implemented; and The operational phase during which the project starts to be able to function.

He individualised the three principal actors in a project (private, government and project owners). He explained how project fmance largely increased in the 1990s as the Eurotunnel project absorbed multiple sources and many privatisation projects were established. He then focused on the project cycle in order to identify the different project risks and the different techniques that are used for allocating them. Mr Prins said that the most important word used in project finance is RISK. He analysed all the different risks that could affect a project (e.g. social, political, geographical, historical and country risks, expropriation, privatisation, nationalisation, etc.). Country risks are mainly covered by insurance companies, ECAs (Export Credit Agencies) and MLAS (Multilateral Agencies). Risk analysis, he concluded, is the hardest part of a project cycle.

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2. Case study (Choukran S.A., Morocco).

The remainder of the afternoon was spent in carrying out a case study (the Choukran S.A., Morocco). The participants were divided into three groups and invited to identify risks, ratio and amount of a project. That project consisted in the construction of a gas power plant in Casablanca, Morocco for a total cost of US$220 million and was developed under a BOT (Build, Operate and Transfer) scheme. The Project Company entered into a Concession Agreement with the Government of Morocco, which granted to Choukran the right to own and build the power plant, and to operate it for a period of twenty years. At the end of this period, the plant had to be returned to the Government of Morocco, free of charge.

Participants were invited to carry out a political and commercial risk analysis and to draft a preliminary term sheet including the availability period of the credit facility, its final maturity and amortisation profile, covenants and events of default. A discussion followed with the participants, who shared and compared their three different outcomes. Mr. Prins illustrated the Dutch experience as participants commented upon their own national experiences.

Mr. Prins presented a brief introduction to cash flow analysis and risk profile of a Project. The first is the movement of money into (cash inflow) and out (cash outflow) of a business. It is generally defined as Net Profit plus depreciation (net cash flow) but may be used more loosely to include all cash movements. Profit is the residual after deduction of all money costs, i.e. sales revenues minus wages, salaries, rent, fuel and raw materials. Every project, he explained, has a cash flow profile but also a risk profile.

TUESDAY, OCTOBER 5,1999: Introduction to Project Finance

In the morning, Mr. Prins completed the session on the business part of the introduction to project finance. He began his presentation saying that efficiency and availability are the most important elements in Project financing.

He then moved on to risk analysis:

Pre completion risks (abandonment, under or non performance and delays); Post completion risks (output price); Country risks (FOREX, conversion and transfer, breach of contract, expropriation and war); political risks were very common in the 1970s in Latin America (now Latin America is facing a different type of country risk: material change of the economic conditions that leads to change of laws); and Economic risks (local markets, project and commercial risks, miss-match in foreign exchange).

Mr. Prins then focused on the cash flow profile and financial structure of a given Project. Cash flow is the net benefit stream anticipated for a project. Net benefits are available for the service of borrowed funds (amortisation, interest and other charges), payments of dividends to shareholders and the payment of profit taxes. Care should be taken to avoid confusing this concept with that traditionally employed in financial project analysis, which defines cash flow (or cash generation) as after-tax income plus depreciation charges.

Mr. Prins concluded by offering a short presentation of ABN AMRO Bank's activities in project finance.

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In the afternoon, the participants were introduced to Mr. Neil Falconer, an English Solicitor and Partner from Freshfields, Rome. He presented the legal issues arising in project financing.

He explained the key elements of Project Finance:

Monies, which are generally invested before completion of the project; Role of the Special Purpose Vehicle (SPV), a company established for a particular purpose; and Need of Infrastructure Improvements .

An SPV is generally established in order for the Sponsors to be able to achieve off-balance sheet treatment of both the Assets and Liabilities that a Project of this size requires, and/or to obtain an advantageous tax treatment.

Infrastructures could be economic or social. The economic infrastructures are the long-lived engineered structures, equipment and facilities and the services they provide which are used in economic production and consumed by households. This kind of infrastructure includes public utilities (power, piped gas, water supply and telecommunications) and also transport projects (railways, urban transport, airports and waterways). The main items of social infrastructure are education and health services. Unfortunately, these last types of projects are not too attractive to private investors .

Mr. Falconer defined another important factor in a Project: the important "due diligence" issue. This concerns the examination of the main documents supporting the Project and includes the analysis of the compliance of any relevant applicable laws as well as the existence of all required government approvals .

The Parties involved have to use due diligence in all three different phases in which a project is usually divided:

The Financial Phase (where the project starts); The Completion Phase (the execution of the project); and The Operating Phase (during which any debt is repaid and the project finally finishes) .

In the Financial Phase, the key actors are generally local commercial banks, international commercial and investment banks and Export Credit Agencies (ECAs) depending on the different amount of the loan. He mentioned that nowadays we are also seeing new players: institutional investors willing to invest in these long-term type investments. This is the hardest phase of the Project.

WEDNESDAY, OCTOBER 6, 1999: Introduction to Project Finance

Mr. Falconer began his final presentation on the legal part of the introduction to Project Finance by defining some key words of a project:

B.O.T. scheme (Build, Operate, Transfer). This is a contractual arrangement whereby a private sector entity undertakes the construction, including design and financing, of a given infrastructure facility and the operation and maintenance thereof. The private entity operates the facility over a fixed term during which it is allowed to charge facility users appropriate fees and other charges. At the end of the fixed term,

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the private sector entity transfers the facility to the government agency or to a new private entity.

B.O.O.T. scheme (Build, Own, Operate, Transfer). This is a derivation of a BOT scheme but in this case the private sector not only operates but also owns the given infrastructure.

LIBOR (London Interbank Offered Rate) which is the rate of interest offered on loans to banks in the London Market for a specified period (usually three or six months).

He then focused his presentation on the different Project possibilities. Mr. Falconer talked about some telecommunications projects in Italy (Telecom Italia, Omnitel and Wind companies providing services on GSM lines). He mentioned that these are some of the most difficult types of projects because of the continuous changing technologies, which make a long-term investment (typical of Project Financing) highly risky.

A Project Finance Case Study

The remainder of the morning was spent in carrying out a project finance case study. In this study, Acme Exports is a European subsidiary of an American multinational. The Company is currently negotiating with a company (Lucky Max) in Cantonesia, an imaginary South East Asian country. Lucky Max was formed as a consortium of overseas and local shareholders for the purpose of building and operating a widget manufacturing plant (The Project). Acme arranged, as part of the supply arrangements, to grant a technology licence to Lucky Max, giving it an exclusivity licence for its use in Cantonesia. This licence also permitted Lucky Max to use the technology in other businesses apart from the project. This project used a BOT scheme and Mr. Falconer reminded participants of BOT structures, for a better understanding of the case. Acme is negotiating with commercial banks in order to discuss the terms of export credit and related assistance. Commercial banks would regard some degrees of political risk protection as an essential condition to the financing package. Usually a loan is syndicated (the case of a single lender is very rare) because of the large amounts and costs involved in this type of financing. Participants were invited to answer questions on ditIerent issues such as the level of equity that Banks will require Sponsors to invest in the Project (long-term capital provided in the forms of shares, signifying part ownership of the company). Also, about the contractual structure to be used, security, political risk analysis of the project and any possible requirements from the government. Generally speaking, a Project starts with a concession contract resulting from an international bidding process.

Mr. Falconer ended his session by discussing with the participants the different responses and solutions in the light of different national experiences.

The afternoon was free, giving the participants an opportunity to visit Rome.

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THURSDAY, OCTOBER 7,1999: Project Form and Organisation (Part I) •

Mr. Lorenzo Corsini, from Studio Legale e Tributario Capaccioli, Florence, led this two-day presentation on the possible business and legal organisational forms that sponsors can adopt for the projects. In Project Finance, he stated, attention must be given to the international contracts (international private law provisions). These have been developed from trarlsfer of •

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property or right to use technology in different countries. The international nature of a contract depends on the possible different nationalities of the parties involved.

Mr. Corsini focused on the standard conditions provided by the Federation Internationale des Ingenieurs Conseil (FIDIC) which regulate standards contracts and risk provisions in constructions contracts. In the European Union, for instance, currency risk is very frequent because of the fixed rates.

Performance bonds are guarantees that could be issued by banks in favour of a project company on behalf of a contractor or supplier of a specified percentage of the value of the relevant contract (a concession or a supply agreement). Generally, performance bonds are secured by an account with the issuer bank (hence, it entails the freeze of funds of the contractor or supplier during the bond period). It is not the main business of the bank but just a security of the contractors.

Mr. Corsini then outlined a pre-feasibility study and discussed it with the participants. First, he gave the project background, focusing on the legal structure of the different possible contracts within project finance:

Consortium (an association of several business companies with limited liability, in which creditors could claim against each of the its members); Joint Mandate (a mandate contract very common in Italy); Joint Venture; and European Economic Interest Grouping, which is particular to the EU.

In a joint mandate, every party plays a separate role, whereas in a consortium it is the activity of the whole group that matters, in relation with the host government.

Mr. Corsini concluded his presentation by giving a practical example of a model contract and a charter concerning the establishment and activity of a joint venture between a company from the former Soviet Union and an Italian company (Co-sponsors in a given Project).

FRIDAY, OCTOBER 8, 1999: Project Form and Organisation (part II)

On the second day, Mr. Corsini explained how to draft a European Economic Interest Grouping. He started by defining European Economic Interest Groupings (EEIGs). In 1989, a new method of cross-border co-operation for business in the EC came into being with the objective of making the single market more accessible. EEIGs are designed to help businesses establish and maintain links with firms in other Member States. Indeed, for businesses other possible development options (such as mergers and joint ventures) may be too expensive and complicated. EEIGs provide an alternative way to establish links in other Member States without losing individual identity and independence. The EEIG is a new form of association between companies from different EC countries which need to operate together across national frontiers.

He then focussed on concession agreements. These are agreements between a host government and a project company or sponsors in order to permit the construction, development and operations of a project and, usually, to have access to public utilities. Mr. Corsini gave a practical example, illustrating an Italian concession agreement between a local entity (the Municipality of Ferrara) and a company for the distribution of gas. In this case,

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costs changed very frequently because of the continuous challenging of the market and the price of oil.

In the afternoon, Mr. Corsini continued with his example of a concession agreement, talking about different national experiences in Russia and the UK. He mentioned that in some jurisdictions, local governments must publish the different drafts of the project before they are approved. He then moved to another Italian case (a tunnel project in Como) and one in England (the Birmingham Northern Relief Road) whose schemes are variations of two BOT contracts. In that case, after a long series of public consultations (with publication of the different drafts of the project and a final report by ad-hoc inspectors), the final consent of the Secretary of State allowed the signature of the corresponding concession agreement.

Mr. Corsini gave the participants the opportunity to put into practice what they learned with a case study: the Utopian Power Project. With this case study, Mr. Corsini had the chance to underline the importance of the intervention of governments in a project. The reality is actually very different in Projects in either the United States or in the European Union, as compared to the Third World. In the Third World, for instance, government intervention is more important than in Western countries because there are very few private (local and foreign) players who decide to invest due to country risk. Political instability and economic crises are very frequent in the Third World and often discourage the intervention of private entities. So, the intervention of a public entity becomes essential.

A general overview and discussion on the case study ended this two-day presentation.

MONDAY, OCTOBER 11, 1999: Construction and O&M Contracts

The second and final week of the seminar began with a presentation of all possible commercial agreements which could be used in a project finance. Ms. Joanne Horridge, from Wilde Sapte, London, concentrated on Construction and Operation and Maintenance Contracts (O&M). Operation and Maintenance Agreements are contracts between the project company and the contractors for the management, operation, maintenance and repair of a facility.

Ms. Horridge began by explaining that the foundation of a project finance is the concession agreement and gave a short list of the different documents that usually are a pru1 of a contract. These include:

The principal Agreement the shareholders agreements a project management and design and consultancy agreement securities for the contract's performance insurance documents (this is the smallest part of the documentation) licences O&M agreements and off-take agreements (power purchase agreements, oil or gas agreements, etc.). Off­take agreements are long term contracts to purchase given amounts of the output of the project at an agreed price.

She then focussed on the guarantees of the project. Guarantees are the formal pledge that all the contract conditions will be carried out. Usually they also relate to specific risks (Risk Allocation). A project could be affected by a long series of risks which lenders may assume

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(country risk, interest rates risk and inflation risk, market risk and many others). Generally speaking, there is not a unique risk category but everything depends upon many factors (country, political and social conditions, weather, government involvement, etc.) that at any time could affect a project.

Ms. Horridge, talked about the key issues in Operation and Maintenance Contracts (O&M). In these contracts, risks could always be present and usually are broken down as follows:

they may relate to the local site (ground and weather conditions, material shortages), or to the works (defective design, incorrect information, project variations) and/or to the political environment (changes in legislation and expropriation are very common, especially in many Third World countries).

Risks affect the price of the works, its completion time and the good quality of the works.

Ms. Horridge reviewed the mechanisms of international project finance contracting which usually start with an invitation to tender (a written offer to purchase). In this step, conditions of the contract, specifications and drawings of the works are essential. The acceptance of the offer brings the parties to the signing of the formal contract.

Mr. Howard Barrie, a colleague of Ms. Horridge and member of the Project Finance Group of Wilde Sapte, joined the seminar, since he would be working together with her in the discussion of the case study during the afternoon session.

In the afternoon; the participants were invited to discuss another case study (Pradesh Power Project).

As usual, they were divided into four groups representing, respectively, the Project Company, the contractors, the Project Company again and the Operators. The project concerned the construction of a new gas-fired power station in order to utilise recently discovered gas reserves. The local Ministry of Energy decided to develop the new power station on the basis of a BOT contract and invited bids from developer groups from around the world. The Reliable Corporation, a local company, won the tender and agreed upon a consortium with the International Power, creating the Reliable Power Group. A special purpose company was set up in order to develop the project. The participants discussed the possible sources of finance available for this project (a six month concession agreement) and underlined their will to maximise profits. Ms. Horridge and Mr. Barrie analysed the different contracts in which the project was divided (a Concession Agreement, an Engineering Procurement and Constmction Agreement and a O&M Contract), examining the various clauses and terms.

TUESDAY, OCTOBER 12, 1999: Financial and Security Arrangements

Mr. Howard Barrie of Wilde Sapte, London, a partner of the Project Finance Group of the firm was in charge of presenting the topics of financing and security arrangements. He began by explaining that equity is the residual value of a company's assets after liabilities have been allowed for. The equity of a company is the property of the ordinary shareholders, hence these shares are popularly called equities.

He discussed some generic issues such as the role of security and the governing law of a project finance. Security is a pledge of financial property that is surrendered in any event of failure in repaying a loan. It is also the obligation (as a mortgage, deposit or lien) given by a

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debtor in order to assure the payment or performance of its debt by furnishing the creditor with a resource to be used in case of failure of the principal obligation.

Whilst in English law security can be created in favour of various creditors represented by a single entity (Security Trustee), in civil law countries the situation is more complicated because security can only be created in favour of one lender (the English concept of Trust is not easily adaptable to the civil law tradition). It is possible to secure future debts but if a debt is expressed in a foreign currency it is necessary to convert it into local currency.

It is quite usual that some guarantees (civil law term for security), such as mortgages and pledges, require the payment of stamp duties, notary fees, registration fees and taxes to pay (it is not unusual to pay 3 or 4% of the whole amount of the project in taxes). This situation can make the whole transaction much more expensive.

Governing law is frequently the local law and is one of the most interesting elements in a project finance because of the often different nationalities of the parties involved.

To be applicable, a contract must meet specific formalities. It must:

be written in a clear language as agreed by the parties (it may also depend on the governing law I host country); and be duly registered (notarisation or other fof1"1.s of execution in accordance with the applicable law might be needed; notarisation is very common in civil law countries, especially Italy and France).

In the afternoon, another case study was discussed. Mr. Barrie showed an example of financing and security agreements. Three groups of participants acted on behalf of two banks and a project company. They were invited to examine a typical financial and security arrangement in project finance and a term sheet for the transaction. The participants individualised the three categories of documents to be annexed to the project agreement, the financial agreement and the corresponding security documents. Then, they planned a debt service that is the scheduled payment of interests, fees, commissions and principal instalments in a loan/facility agreement. A discussion 00 the different terms of payments, events of default (under which the lender is entitled to cancel the loan facility, accelerate the payment and enforce security) and other issues ended this two-day presentation.

WEDNESDAY, OCTOBER 13, 1999: Export Credits (ECAs) and Multilateral Agencies (MLAs)

Mr. Phillip Fletcher, from the London office of Milbank, Tweed, Hadley & McCloy, with the assistance of Ms. Nimali de Silva, led this one-day presentation on Export Credit and Multilateral Agencies.

ECAs

Mr. Fletcher began his presentation dealing with one of the most important topics of project finance, the multi-sourced financing. Sponsors, Commercial Banks, Projects Bonds and especially ECAs and MLAs generally agree to finance the projects. He explained the important role played by these public Agencies in the fields of international trade and investments. Generally speaking, ECAs are provided to cover political and commercial risks, as incentive credit for domestic exports and to guarantee any repayment of commercial banks

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(loans or sponsor investments). They operate in all industrialised countries. He illustrated how they work in the light of his experience dealing with most of them (OPIC and US EXIM in the United States, SACE in Italy and ECGD in the UK). Usually, the Export Credit Agencies provide insurance coverage against risks of default on export credit and of expropriation of assets invested abroad. They also cover against official payment and licensing restrictions for the foreign purchase of national goods and services and are the only significant insurer of sovereign risk. This is the risk of default on repayment or servicing of sovereign loan (the loan granted by a bank to a government, usually of a developing country). Any category of risk could be covered: terrorism and wars, currency transfer restrictions, moratorium on external debt payment, cancellation of export licenses (very frequent in USA), expropriation or nationalisation of projects (especially in the past and in presence of changing governments) and breach of government undertakings (change oflaw).

MLAs

Mr. Fletcher then focussed on the topic of Multilateral Agencies (MLAs). In supporting a project, multilateral agencies put their reputation behind the project. This is sufficient to attract additional private sector financing for the project. The multilateral agency that has been probably the most successful for private sector has been the IFC (the International Finance Corporation of the World Bank Group), which encourages the inflow of additional equity capital and devises syndicated loans to attract more debt financing from commercial banks. This is done by a two-party syndicated loan: "A" loan for IFC's own account and "B" loan for the account of commercial banks participating in the syndicate.

Other MLAs are the International Bank for Reconstruction and Development - IBRD (commonly known as the World Bank), the Multilateral Investment Guarantee Agency -MIGA and all regional development banks around the world (such as the IADB, the EBRD, the ADB, etc). Very often, MLAs operate in countries where no other lenders venture because of the incapacity of banks to deal with certain countries (high country risk). Loans, equity and advisory services are the principal instruments in which the MLAs act.

Ms. de Silva presented the case study that was later discussed by Mr. Fletcher with the participants. She explained the rules to be followed on a multi-sourced financing case study. The participants were invited to advise a project company incorporated in Bermuda on the possible sources of financing for the construction of gas facilities in a fictional state. They also had to propose a list of documents/contracts that would be useful for this particular project (especially loan and security documentation). Different points of view and national experiences were finally discussed.

Dispute Resolution

Any simple transactions can give rise to a dispute between the parties, especially in Project Financing when parties are numerous, contracts are several, and complexities are many. In this case, the choice of the governing law and jurisdiction play a fundamental role. Many factors influence the choice of law but the general rule is to apply the law as chosen in the contract by the parties. In general, the local law governs the contract (the obligation law). Ms. de Silva looked at the rules of the Rome Convention to illustrate how they apply.

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For what concerns the choice of jurisdiction, the parties could select different forums to settle a possible dispute:

local courts, arbitration (panels within ad-hoc organisations such as the International Chamber of Commerce ICC and the London Court oflnternational Arbitration), and expert resolutions (it is not a legal but a technical proceeding; the decision is binding).

Local Courts are probably the most impartial and efficient bodies but, may be subject to lengthy delays. It is, therefore, perhaps preferable to call an arbitration panel.

In the afternoon, another practical exercise ended this presentation. A dispute resolution case study was proposed to the participants who were asked to represent the interests of a group of investors involved in a power plant project in Turkey on a BOT basis. Participants considered any risk factors and decided to call an arbitration panel in order to settle possible dispute arrangements. Mr. Fletcher and Ms. de Silva discussed with the participants all the alternatives they have found and ended their presentation.

THURSDAY, OCTOBER 14, 19 99: A Workshop

This session started with an overview of what the participants had learned during the seminar. It was presented by Mr. Franceso Amicucci, from Mediocredito Centrale S.p.A., Rome and Dr. Yohannes Kassahun, Vice-President of the Institute for Public-Private Partnerships, Washington and·former Senior Program Legal Counsel at IDLI, Rome. They led an intensive workshop in which all the issues discussed in the previous two weeks were reviewed for a general and better understanding of the different issues that can arise in a Project Financing.

The "Isla Bonita" Fertiliser Plant Project allowed the participants to put into practice what they learned during the seminar. This project concerned the design, construction, operation and maintenance of a fertiliser manufacturing plant to be located in a fictional country. An international competitive bidding for a 20-year concession of the project selected a local company to carry out the Project. The company has entered into a lump sum agreement for the design, supply and commissioning of the plant. Off-take, supply and O&M agreements were also signed.

Dr. Kassahun made a short presentation in which he stressed the importance of good preparation for a successful negotiation. Dr. Kassahun said this is key especially due to the different interests that the parties usually want to impose in a project.

The morning was devoted to the analysis of the facts of the hypothetical case, and then participants divided in three different groups (Country, Sponsors, and Financiers) and prepared for negotiation.

Each group nominated a leader for the negotiation session, and assigned different roles to the different members (legal, financial and technical advisers).

During the afternoon, the three parties started negotiations. They all finally agreed and appointed the institution of a permanent working group to resolve the few issues that remained pending. At the end of negotiations, participants settled the details of the project, the term sheet and the documentation of the project.

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The main issues discussed and agreed were:

Customs/tax issues Roads and social infrastructure A longer term environmental license (revocable) Environmental complaints and concessions (open to inspection every 6 months) Search of alternative markets, for the outcome of the fertiliser plant

FRIDAY, OCTOBER 15, 1999: The Final Day

The final day of the seminar was devoted entirely to a wrapping up session, in which the visiting instructors shared with the participants their opinion of the way the negotiation went. They also shared with them some real life experiences of their own.

Mr. Amicucci and Dr. Kassahun explained the role of international financial institutions which aid the developing countries (but also the industrialised ones) in financing their economic needs. They mentioned that these institutions provide loans mainly to governments or government-guaranteed entities, with preferential conditions (soft loans), through other bodies, such as the IDA (member of the World Bank Group). They focused mainly on the World Bank, and in doing so they said that it first (it was founded in 1944 by the Bretton Woods Conference after the Second World War) devoted to the reconstruction needs of industrial countries. But, then the World Bank (by the 1950s) started focusing its attention on developing countries. In these years the World Bank Group was created, which is composed as follows:

The World Bank (financing the reconstruction and development of the member states); The International Financial Corporation - IFC (promoting growth in the private sector of developing countries and mobilising domestic and foreign capitals for this purpose); The Multilateral Investment Guarantee Agency - MIGA (insuring against country risk); The International Development Association - IDA (assisting the poorer developing countries. Loans made to these countries carry no interest and are repayable over fifty years with rui initial grace period often years).

After a general overview led by Ms. Maria Sara Jij6n, Course Manager, together with the visiting instructors Mr. Amicucci and Dr. Kassahun, participants were invited to complete an evaluation exercise on the overall impact of the seminar. This was followed by the Official Closing Ceremony led by Mr. Loris and Ms. Jij6n, concluding with a farewell reception.

Name Professional Address

Telephone Facsimile E-mail

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VISITING INSTRUCTORS

: Mr. Jan PRINS : ABN AMRO Bank N.V. Corporate Finance Power & Utilities P.O. Box 283 1102 BS Amsterdam The Netherlands + 31.20.6292269 + 31.20.6281656 Jan.Prins@nl.abnamro.com

Mr. Jan R. Prins - Managing Director, Head Global Corporate Finance Power & Utilities, has over twenty-five years of banking experience at ABN AMRO. The last ten years he has been Head Special Industries & Project Finance in Amsterdam, with responsibility for global project finance and for financing international corporate clients in special industry sectors, like Oil & Gas, Mining, Power, Media & Telecoms, Infrastructure, Shipping and Aerospace. Since May 1999 he is heading Global Corporate Finance Power & Utilities which assignment includes his leading the bank's efforts to converge both Project Finance and Corporate Finance on a sector basis.

Earlier he has also worked for eight years in the United States at AMRO Bank, where his po stings were successively Head Energy Group, New York, Regional Head South Central us. & Manager Houston Office, Houston, and Chief Credit Officer North America, New York.

His previous posItIOns at AMRO Bank in the Netherlands comprise several functions including Head International Credit Department and Head International Training and Development. Mr. Prins has a Master's Degree in Civil Law from the State University in Leiden and a Bachelor's Degree in Economics from the Erasmus University in Rotterdam.

Name Professional Address

Telephone Facsimile E-mail

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: Mr. Neil FALCONER : Studio Legale associato a Freshfields Piazza Montecitorio, 115

00186 Rome Italy : +39.06.695 33.09 : +39.06.695 33 800 : nfalconer@freshfields.com

Mr. Neil Falconer is a partner in Freshfiels, the international law firm. He is an English solicitor based in the Rome Office of the law firm.

He was educated at King's College in the University of London. He joined Freshfields in 1985 and became a partner in 1993.

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Mr. Falconer specialises in project financing, asset finance and banking work. His project finance practice has involved work in many industry sectors (telecoms, transport, energy and infrastructure) for banks, sponsors and governments in many jurisdictions.

He writes and lectures regularly on project and asset financing matters.

Name Professional Address

Telephone Facsimile

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: A vv. Lorenzo CORSINI : Studio Legale e Tributario

fondato da Enzo Capaccioli Via San Gallo, 76 Firenze ITALIA

: 39.55.474945 : 39.55.474370

Mr. Corsini holds a Law degree in Jurisprudence (1986) and a Law degree in Economics (1972) from the University of Florence. From 1972 to 1975 Dr. Corsini headed the financial planing and financial control of Montedison in Milan. In 1976 he joined Studio Legale Capaccioli in Florence as a partner and since 1982 he is the managing partner of the Studio. Mr. Corsini has acted as counsel on international taxation issues for both Baker & McKenzie and Clifford Chance, in Rome. He also assists companies in debt restructuring, securitisation, stock options and their listing on the stock exchange. He is also active in mergers and acquisitions.

Dr. Corsini has published various articles and works. He is a contributor to the "Bulletin for International Fiscal documentation" (Edition IBFD, Amsterdam), in 1998 he contributed to the review "11 Notariato" and in 1997 he was the co-author of "Societa Commerciali" a textbook on Italian corporate law (Edition Ipsoa, Francis Lefebvre).

Name Professional Address

Telephone Facsimile E-mail

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: Ms. Joanne HORRIDGE : WILDE SAPTE

1 Fleet Place London EC4M7WS United Kingdom

: +44.171.246 7000 : +44.171.246 7777 : jwh@wildesapte.com

Ms. Joanne Horridge graduated from Cambridge University and qualified as a solicitor in 1994.

She now works in the Project Finance Group at Wilde Sapte, which she joined in 1997. She has acted for a number of banks and other financial institutions in connection with project financing; in particular; reviewing project contracts (construction contracts, concession agreements and maintenance contracts). She specialises in advising upon project contracts (for example, concession agreements and construction contracts) acting for a variety of clients, including lenders, sponsors and government agencies.

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Ms. Horridge's professional background is in the field of construction law, and she has worked in particular, on a number of large-scale civil engineering projects. She has considerable experience within the rail sector having previously spent over 2 years advising London Underground Limited on the implementation of project contracts in connection with the construction of the Jubilee Line Extension Project. She has also spent six months on secondment to London Transport's legal department. She has advised contractors on the Channel Tunnel Rail Link.

Name Professional Address

Telephone Facsimile E-mail

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: Mr. Howard BARRIE : WILDE SAPTE 1 Fleet Place London EC4M7WS United Kingdom

: +44.171.246 7063 : +44.171.246 7777 : hib@wildesapte.com

Mr. Howard Barrie is a partner in Wilde Sapte's Project Finance Group specialising in structuring, documenting and negotiating financings, often international in character, for borrowers and lenders including multilateral agencies.

His professional experience includes financings in the Middle East, the former USSR, South Africa, Finland, Brazil, South Korea, Turkey, France, Italy, Bangladesh and India.

From 1991 to 1992 Mr. Barrie was responsible for the legal structuring of the first project financing in Finland to be internationally syndicated. He is currently advising on projects and financings in the UK, Turkey, India and Bangladesh, as well as being involved in developing tax-based financing projects for use in other specific markets.

Whilst on secondment to the International Division of Morgan Grenfell & Co Limited, the UK merchant bank, Mr. Barrie was involved in negotiating financings in the USSR and formed part of the team structuring the North/South Highway project in Malaysia.

Mr. Barrie has spoken at conferences in Helsinki and Tampere on project financing including its application in Finland.

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: Mr. Phillip D. FLETCHER : Milbank, Tweed, Hadley & McCloy

Dashwood House 69 Old Broad Street London EC2M 1 QS United Kingdom

: +44.171.448 30 00 : +44.171.448 30 29 : PFletcher@milbank.com

Mr. Phillip D. Fletcher is a partner resident in Milbank Tweed's London office. He was previously resident in the Firm's New York and Hong Kong offices and has been a member ofthe Firm's Project Finance Group for more than 10 years.

His experience includes representing parties in the development and financing of independent power, communications and infrastructure projects in Europe, the United States, Canada and Asia. His most recent assignments have included representing sponsors in the first independent power projects in Portugal, Italy, Hungary and Turkey; lenders in an infrastructure project in Scandinavia; an LNG project in the Middle East; a power project in Indonesia and a European satellite financing; as well as the underwriters in Rule ] 44A issuance for power and coal mine projects in the United States. He has particular expertise in multi-sourced financings, including those through official credit agencies and the capital markets.

A graduate of the Georgetown University School of Foreign Service, he holds an M.A. from the Fletcher School of Law and Diplomacy and a J.D. from the University of California, Berkeley (Boalt Hall). Mr. Fletcher is admitted to the bar in New York, California and the District of Columbia.

Name Professional Address

Telephone Facsimile E-mail

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: Miss Nimali DE SILVA : Milbank, Tweed, Hadley & McCloy

Dashwood House 69 Old Broad Street London EC2M 1 QS United Kingdom

: +44.171.448 30 30 : +44.171.448 3029 : NdeSilva@milbank.com

Miss Nimali de Silva is with Milbank Tweed's London office and is a member of the Firm's Project Finance Group.

Her experience includes representing parties in the development and financing of independent power projects in Europe and Asia. Her most recent assignments have included working on wind turbine projects in Ireland and a refinery in Sardinia.

She is a graduate of Magdalene College, University of Cambridge and trained as a barrister.

Name Professional Address

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Avv. Francesco AMICUCCl Mediocredito Centrale S.p.A. Via Piemonte 51 00187 Rome Italy (3906) 4791 886 (3906) 47 91 791 famicucci@mcc.it

Mr. Amicucci, an Italian national, obtained his Law Degree at the University of Rome in 1980, and his Business Law Degree from the University of Charleston, West Virginia, U.S.A., in 1985, year when he was also admitted to the Italian Bar in Rome. Mr. Amicucci is currently Deputy General Director and Head of the Contractual Office and Corporate Affairs at Mediocredito Centrale S.p.A. Prior to joining Mediocredito Centrale, Mr. Amicucci worked at Alenia S.p.A. (Manager, Department of Legal Affairs), Studio Legale Bisconti (Associate), Davis Polk & Wardell (Associate) and Studio Avv. Ercole Graziadei (Trainee and Associate). In 1995, he was admitted to the National Register of Chartered Accountants held by the Minister of Justice.

Name Title Professional Address

Telephone Facsimile Email

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: Dr. Yohannes KASSAHUN : Vice-President : Institute for Public-Private Partnerships (IP3)

1111 19th Street, N.W., Suite 680 Washington, D.C. 20433 USA

: 1 (202) 466 8930 : 1 (202) 466 8934 : Ykassahun@IP3.org

Dr. Y ohannes Kassahun is a legal and regulatory specialist focusing on structuring public­private partnerships projects and designing infrastructure regulatory framework with more than 14 years of experience providing technical assistance and training in Africa, Asia, Europe and Latin America.

He serves as Vice President and the Director of Legal and Regulatory Services at the Institute for Public-Private Partnerships. Prior to that, Dr. Kassahun was Senior Program Legal Counsel at the International Development Law Institute (IDLI); Visiting Professor at the University of Oklahoma Law School; and Senior Legal Expert at the Ministry of Finance in Ethiopia.

Dr. Kassahun has designed and conducted several executive-level training workshops on negotiating and structuring public-private partnership infrastructure agreements in ports, toll roads, and airports including concessions, BOTIBOO and management contracts, and solving commercial disputes in the Washington, D.C. and Rome-based training programs and in­country capacity building projects.

As a legal adviser, Dr. Kassahun has assisted several countries including South Africa in drafting a framework for privatization and the enabling law; the Government of China advising on toll road concession contracts and regulatory framework; Trinidad and Tobago in drafting utility regulations; the European Union ill Somalia in conducting field study and

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advising in structuring courts and alternative dispute resolutions systems. He has also instructed Zambian officials on utility regulations; advised the Egyptian Government on privatization and regulatory framework for the provision of water services; advised the South African Government on the creation of a regulatory framework for municipal services partnerships; advised the Government of India on privatization of ports and structuring specialized service corporations; advised the Ghanian Government on how to restructure and regulate energy, water and telecommunications sectors and advised the Government of Zimbabwe on private sector participation in electric power industry.

Dr. Kassahun holds a doctoral degree from Harvard Law School, Cambridge, Massachusetts, 1987; LL.M., Harvard Law School, 1982-83; Certificate, International Tax Program, Harvard Law School, 1982-83; LL.B. (Honors) Civil and Sharia, University of Khartoum, Sudan; Winner of University Prize for Best Performance.

Name Title Professional Address

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SEMINAR MANAGER

: Maria Sara JlJON C. : Program Legal Counsel : International Development Law Institute - lOLl Via di San Sebastianello, 16 00187 Rome Italy (3906) 69 79 261 (39 06) 67 81 946 msjijon@idli.org

Maria Sara lij6n is an Ecuadorian national. Ms. lij6n holds an LL.B. from the Pontificia Universidad Cat6lica del Ecuador (PUCE) and an ITP/LL.M. from Harvard University (HLS).

Ms. lij6n began her career at the consulting firm Price Waterhouse & Co. (now PricewaterhouseCoopers) in Quito, as tax and legal consultant within the Tax and Finance Division of the Ecuadorian subsidiary of the firm. She gained experience in the fields related to legal aspects of taxation, both at a local and international level, working for several important local companies and multinational corporations in varied sectors (oil and gas, banking and financial services, consumer and industrial products, service industries, the government and telecommunications).

After pursuing her graduate studies at Harvard University, she worked as Legal Adviser to the Ministry of Finance, within a World Bank project of Modernisation of the State (MOSTA). Among other duties, she led the team in charge of the issuance of treasury bonds, and participated in the inter-ministerial Technical Committee on Fiscal and Administrative Decentralisation.

Appointed Legal Adviser of ABN AMRO Bank N.V., Ecuador Branch in January 1996, she got involved in the different financial structures that the Bank offered to the local community. These facilities ranged from direct lending to both the private sector (mainly industry) and the central government, to complex financial structures for the state-owned oil enterprise (PETROECUADOR I receivables purchase facility) and for several local governments (Municipalities), for infrastructure and utilities projects.

After working with the Bank for 3 years, Ms. Jij6n joined lOLl in February 1999. Ms.lij6n lectured at the PUCE, while advising both the Ministry of Finance and ABN AMRO Bank N.V. Her main areas of activity are finance, banking and taxation.

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PARTICIPANTS PROFILE

NUMBER OF PARTICIPANTS:

ALUMNI (Rome-based):

AGE GROUPS

<25:2 25-30: 6 31-35: 6

24 (8 women and 16 men)

6 Ms. Yordanova (Bulgaria); Ms. Dissongo (Cameroon); Mr. Cruz Roman (Cuba); Ms. Sekhantso (Lesotho); Ms. AI-Lamki (Oman); Ms. Vere (Zimbabwe)

36-40: 5 41-45: 2 50>:2

STUDIES

Law: 15 Economics: 2 Other: 7

ENGLISH LANGUAGE KNOWLEDGE

Excellent: 12 Good: 12

COUNTRIES REPRESENTED: 17

GEOGRAPHICAL DISTRIBUTION

Sub-Sahara Africa: Northern Africa: Asia:

WORK SECTOR:

a) Public sector:

9 5 5

Ministry of Finance: 1 MOFTEC: 1 Ministry of Environment 1 Ministry of Legal Affairs 1 Public Enterprise: 7 Municipality: 2 Banks: 2

b) Private sector:

Center For the Study of Democracy: 2

Eastern Europe! NIS: Latin/South America:

3 2

• Bank: 1 Private Practitioner: 6

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PARTICIPANTS

BULGARIA

1 Mr. Vladimir YORDANOV Executive Director Center for the Study of Democracy Sofia

2 Ms. Maria YORDANOV A Law Program Coordinator Center for the Study of Democracy Sofia

CAMEROON

3 Ms. Helt~ne DISSONGO Lawyer "Conseil Fred"

Yaounde

CHINA

4 Mr. Wenzhu LI Official Beijing

CUBA

5 Mr. Alejandro CRUZ ROMAN Lawyer Trenite Van Dome Corporacion CIMEX S.A. Ciudad De La Habana

ETHIOPIA

6 Mr. Mekbib HAILEMARIAM Loan Officer Development Bank of Ethiopia Addis Ababa

GHANA

7 Mr. Jacob Oscar MANFUL Solicitor and Corporate Secretary Ghana Water Company Limited Accra

8 Mr. Sylvester WILLIAMS Senior Legal Manager Ghana Telecommunications Company Ltd Headquarters Accra

JAMAICA

9 Ms. Carol DORMAN Legal Officer Ministry of Environment and Housing Kingston

LESOTHO

10 Ms. Mataeli Makhele SEKHANTSO Corporate Secretary Lesotho Electricity Corporation Maseru

NIGERIA

11 Mr. Olutoyin EHINLAIYE Legal AdviserlHead of Risk Management Group Intercontinental Bank Limited Lagos

OMAN

12 Mr. Mohammed Hamed AL-ARAIMI Corporate and Finance Accountant Oman Telecommunications Company Muscat

13 Mr. Hamood Sultan AL-HOSNI Director Muscat Municipality Muscat

14 Ms. Suad AL-LAMKI Legal Advisor Ministry of Legal Affairs Muscat

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15 Mr. Hilal AL-NOUMANI Director of Privatization Department Ministry of National Economy Muscat

16 Mr. Awad Said KHAWAR Director of Projects Dhofar Municipality Salalah

PAKISTAN

17 Mr. Syed Ahmad HASSAN SHAH Senior Associate Afridi Angell & Khan Islamabad

PHILIPPINES

18 Ms. Carina LAFORTEZA Senoir Associate SyCip Salazar Hernandez & Gatmaitan Makati City

19 Mr. Angel Ji SALIT A Senior Associate SyCip Salazar Hernandez & Gatmaitan Makati City

POLAND

20 Ms. Julita MURZYNOWSKA Legal Department Inspector Bank Wsp61pracy Europejskiej S. A. Warsaw

SRI LANKA

21 Mr. Navin Surath MARAPANA Junior/Judge Stanley Goonewardene Retired Supreme Court Colombo

TANZANIA

22 Mr. Wenceslaus MAPULI Legal Officer Dar-es-Salaam Airport Handling Co. Ltd.DAHACO Dar Es Salaam

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ZAMBIA

23 Mr. Daniel SICHOMBO Company Secretary Lusaka Water and Sewerage Company Lusaka

ZIMBABWE

24 Ms. Angeline VERE Law Officer Post and Telecommunications Corporation Harare

Course Manager

Course Assistant

Administrative Assistant

Admissions and Evaluations Officer

Admissions and Evaluations Assistants

Logistics Officer

Assistant

Materials Co-ordinators

Librarian

Course Assistant details..;.

Mr. Patrizio Savarese Via Francesco Cocoo-Ortu 120 00139 Roma

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PROGRAM MANAGEMENT

Maria Sara Jij6n C.

Patrizio Savarese

Alexandrine Brassart

Catherine Perrigaud

Manuela Savini Geraldine Robert

Fiamma Spinelli

Carole Salas

Francesco Gasperoni Marco Esposito

Laura Pasetto

E-mail: patriziosavdel@yahoo.com

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