Transactions and Case Studies:  $736,245,000 TEAC

Bond Holder Consent – Our team has been retained as financial advisor to a municipal utility joint action agency to act as financial advisor in connection with the solicitation of bondholder consents relating to amendments on approximately $725,000,000 of gas prepayment revenue bonds.  While at our prior employer we were retained by the Tennessee Energy Acquisition Corporation to act as the solicitation agent inconnection with the solicitation of bond holder consents relating to amendments to TEAC’s $1,994,475,000 Series 2006A and $132,545,000 Series 2006B revenue bonds. This was likely the largest bond holder consent solicitation ever undertaken by a municipal issuer.  The consents were successfully solicited with respect to (i) certain amendments to the gas purchase agreement between the gas supplier and TEAC, (ii) certain amendments to the indenture in connection with a proposed receivables purchase agreement among TEAC, the gas supplier and the trustee, and (iii) certain related matters, all as described in the consent solicitation statement and a supplemental consent solicitation statement.  We were retained to (i) advise TEAC with respect to the terms and timing of the consent solicitation, (ii) assist TEAC in preparing any documents to be delivered by TEAC to the bond holders or used in connection with the consent solicitation, (iii) review, comment and provide advice to TEAC with respect to the proposed amendments, including (a) the restatement of the termination payments under the gas purchase agreement, (b) the amendments to the gas purchase agreement and (c) the amendments to the indenture, (iv) review, comment and provide advice to TEAC with respect to the proposed receivables purchase agreement, (v) review, comment and provide advice to TEAC with respect to the consent solicitation statement and the other documents relating to the consent solicitation, (vi) coordination of the review of the effect of the proposed amendments on the ratings of the bonds by Moody's and Standard & Poor's and (vii) provide an evaluation and recommendation to TEAC's board of directors with respect to the forgoing matters.