David L. Dawson Shareholder; Member of Board of Directors

Austin

512.370.2847 Direct 512.370.2850 Fax ddawson@winstead.com

David is a shareholder with Winstead PC, a 300 attorney law firm headquartered in Dallas with offices across Texas and in Washington D.C., Charlotte, and New Orleans. Winstead has one of the largest real estate development and project finance practices in the Southwest.

David specializes in the development and financing of public private projects involving governmental entities of all types. He is a member of the board of directors of Winstead and has a background in accounting and finance. Prior to his law career, David was employed by the investment banking firm CS First Boston.

David’s experience includes:

• Issuer, developer, and underwriter counsel for more than $2 billion in convention center hotel projects including the 800-room Austin Hilton and projects for Ft. Worth, San Antonio, Dallas, Houston, Nashville, and Bay City, Michigan.

• Counsel to Southwest Airlines for the $500 million Love Field Modernization Project, a public-private partnership between the City of Dallas and Southwest Airlines involving the issuance of tax-exempt revenue bonds.

• Underwriter's counsel in connection with the issuance of more than $3 billion in taxable revenue bonds for military housing privatization projects nationwide for all branches of the United States military.

• Underwriter's counsel in connection with the issuance of more than $500 million in taxable revenue bonds for the construction of built-to-suit GSA facilities for the federal government, including the National Cancer Institute at Johns Hopkins University and the United States Department of Health and Human Services headquarters in Twin Falls, Maryland.

• Counsel to the private developers of a $1.3 billion toll road project in central Texas.

• Underwriter's counsel in connection with the issuance of more than $500 million in tax-exempt revenue bonds to finance wood pellet facilities in Texas and Louisiana.

David is a 1992 graduate of the University of Texas School of Law and a 1987 graduate of the University of Texas at Austin (B.B.A., Accounting and Honors Business Program). He is the treasurer and member of the board of directors of KIPP Austin Public Schools, a high-performing charter school serving 2,500 low-income and minority students in Austin.

David L. Dawson

Shareholder; Member of Board of Directors

Hospitality

Winstead's Hospitality Practice Group has unique experience dealing with issues related to the hotel and resort industries. We have extensive expertise in structuring tax-exempt convention center hotel projects, having been involved with every such project financed in the State of Texas in the past 10 years. Our attorneys understand that a transaction involving a hospitality facility is not just another real estate transaction and, while traditional real estate concepts are important in these transactions, a hospitality facility is a complex business operation that presents unique legal and business issues.

We are experienced with issues relating to mixed use properties, franchiser/franchisee relationships, management/operating agreements, liquor licenses, local tax matters, and the treatment of hotel receipts under the Uniform Commercial Code and the Bankruptcy Code. Winstead attorneys have significant experience in dealing with these issues and all other aspects of these transactions, including the

representation of governmental entities, buyers, sellers, lenders, borrowers, and owners and operators of hotel/motel and resort properties.

Representative Transactions

 General counsel since 2001 to the City of Austin in connection with its 800-room Hilton convention center hotel.

 Underwriter and operator counsel for various tax-exempt financed and municipally-owned and privately-owned convention center hotel projects including Omni-Fort Worth, Omni-Nashville, Omni-Dallas, Hyatt-San Antonio, Hilton-Austin, Hilton-Houston, and Doubletree-Bay City, Michigan.

 Large urban hotel projects (e.g., Hyatt, Dallas Parkway Hilton, Toronto Park Plaza, Dallas Hilton, LAX Hilton, Anaheim Hilton, and W Hotel Victory, Dallas).

 Resorts in Virgin Islands, Hawaii, Aruba, Acapulco and Texas.

 Franchise agreements with major franchisers (e.g., Hilton, Sheraton, Choice, Holiday Inns, Hampton Inns, Marriott, and others).

 Management/operating agreements (e.g., Grand Kempinski, Four Seasons, Hilton, Marriott, Sheraton, Holiday Inn, Wyndham, Starwood, and Doubletree).

 Related amenity packages (golf course, beach rights, governmental concessions, gift shops, restaurants, lounges, etc.) (e.g., Grand Canyon Concession, Kaanapali Golf Course, Four Seasons, and Las Colinas, Dallas).

Hospitality Expertise

 Public financing of convention center hotels and related facilities, including structuring of tax-exempt and taxable financing and negotiation and administration of operating, room block commitment, technical services, pre-opening service, and cash management agreements.

 Negotiation of economic development agreements between municipalities and hotel owners/operators.

 Federal tax rebate and continuing disclosure compliance.

 Acquisition and disposition of hotel and resort properties.

 Representation of owners and operators of hotel and resort properties.

 Representation of hotel and resort property owners in securing and severing relationships with franchisers.

 Representation before liquor control boards and other governmental agencies relating to liquor licenses and other local law issues.

 Zoning issues related to hotel and resort properties.

 Acquisition and construction financing for hotel and resort facilities.

 Employment law issues and litigation defense (including discrimination, harassment, OSHA, wrongful discharge, retaliation claims, unfair labor practice charges, nonsubscription, worker's compensation and union organizational campaigns).

About Winstead

Winstead PC (Winstead) is a national business law firm with 300 attorneys in Texas, Louisiana, North Carolina and Washington, D.C. The firm provides a full range of business legal services to some of the most recognized and respected companies across the country and throughout the world.

Winstead attorneys and consultants serve as trusted advisors to mid-market and large businesses, providing a core range of legal services that are critical to their operation and success. From our well-known reputation in the energy, financial services, real estate and technology industries to our corporate and high-stakes litigation practices, Winstead delivers practical knowledge and responsive service.

Business & Transactions Department

Winstead has one of the largest and most experienced business and transactional departments in the nation, assisting clients through both prosperous and trying times. We work with privately held and publicly traded companies of all sizes, including individual representation of business owners, executives and other high net worth individuals with regard to personal wealth transfer and other transactional needs.

Our representation spans virtually all aspects of banking, finance, mergers and acquisitions, operations, expansions, regulatory law, business

restructuring, government relations, real estate development, taxation and more. Our attorneys work as an extension of your business team. We stay on top of industry trends and work to understand your specific business challenges. By being knowledgeable about your business goals, we offer legal solutions on your terms.

Litigation & Dispute Resolution Department

Winstead has assembled an exceptional litigation and dispute resolution department consisting of more than 100 attorneys, many of whom are board certified in at least one area of legal specialization. We have one of the strongest and most experienced appellate practice groups and work closely together to persuasively advocate for our clients in a wide variety of trial and appellate matters. We are acutely aware that nearly all of our clients want their lawsuit or dispute to go away—quickly, definitively, discreetly and inexpensively.

When litigation is necessary, our goal is to work with our clients to develop and implement an effective and efficient strategy. We are fully committed to our clients and to their objectives. We work vigorously to protect your rights and interests, in cases large and small, while helping you evaluate, manage and control the risks, costs and uncertainties associated with litigation. Technology@Winstead

Winstead’s investment in technology adds value to the counsel we provide clients. Our technology team supports attorneys and professionals as they resolve client matters across time zones, throughout the nation and around the world. For clients, the seamless operation of Winstead’s technology

systems means ease of client-attorney communications, unsurpassed access to critical business and legal information, increased speed of transaction closings and case efficiency through our unique data and software applications, and strategic litigation and transactional support.

Chambers USA: Leading Lawyers The Chambers USA edition features twenty-nine Winstead attorneys from seven different practice areas ranked among the top attorneys of their field in the United States.

The Best Lawyers in America

Seventy-nine Winstead attorneys were selected through a peer review survey of top attorneys in the country. Out of more than 1,400 law firms with attorneys listed in Best Lawyers, Winstead received top tier rankings in the following areas: alternative dispute resolution, banking and finance law, construction law, international arbitration, land use and zoning law, real estate law,

securitization and structured finance law, and trust and estates law.

U.S. News and Best Lawyers: “Best Law Firms” Rankings

Winstead is ranked among the best law firms as determined by the overall rating of the Best Lawyers within each firm. Winstead was ranked in the top tier for various practice areas across the nation.

American Lawyer: Diversity Scorecard Winstead received recognition for the success of its diversity program in the annual "Diversity Scorecard," a survey that looks at the proportionate number of minority attorneys working in the top 200 law firms in the United States. Winstead's percentage of minority lawyers rose from 11.4 percent to 13.4 percent, making it one of the biggest improvements among law firms rated by American Lawyer. To learn more about Winstead, visit winstead.com.

Areas of Practice

Winstead attorneys have experience in virtually all areas of law, including but not limited to: Business & Transactions

 Business Restructuring/Bankruptcy

 Corporate, Securities/Mergers & Acquisitions

 Finance & Banking

 Government Relations

 Intellectual Property

 Planned Community, Mixed-Use & Condominium

 Public Finance

 Public & Regulatory Law

 Real Estate Development & Investments

 Real Estate Finance, Default Resolution & Servicing

 Syndicated Finance

 Taxation, Employee Benefits & Private Business

 Wealth Preservation Litigation & Dispute Resolution

 Appellate  Commercial Litigation  Construction  Energy Law  Environmental Law  Fiduciary Litigation

 Government Enforcement & Regulated Industries Litigation

 Intellectual Property Litigation

 Labor, Employment & Immigration

 Securities Litigation & Enforcement

 Tort & Insurance Litigation Industry Groups  Alternative Energy  Biotechnology  Construction  Energy  Financial Services  Government  Healthcare  Insurance  Nanotechnology  Real Estate

 Sports Business & Public Venues

 Technology

 Telecommunications

 Turnaround & Workout

Winstead Offices

Austin

401 Congress Avenue Suite 2100 Austin, Texas 78701 512.370.2800 phone | 512.370.2850 fax Stewart Whitehead, Managing Shareholder 512.370.2854 direct

swhitehead@winstead.com

Charlotte

201 N. Tryon Street Suite 2000

Charlotte, North Carolina 28202 704.339.1799 phone | 704.339.1701 fax Brian Short, Managing Shareholder 704.339.1774 direct bshort@winstead.com

Dallas

500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 214.745.5400 phone | 214.745.5390 fax Kevin Sullivan, Chairman & CEO 214.745.5292 direct

ksullivan@winstead.com

Fort Worth

300 Throckmorton Street Suite 1700

Fort Worth, Texas 76102

817.420.8200 phone | 817.420.8201 fax David Fowler Johnson, Managing Shareholder 817.420.8223 direct

dfjohnson@winstead.com

Houston

1100 JPMorgan Chase Tower 600 Travis Street

Houston, Texas 77002

713.650.8400 phone | 713.650.2400 fax K. Gregory Erwin, Managing Shareholder 713.650.2781 direct

gerwin@winstead.com

New Orleans

1100 Poydras Street Suite 2900

New Orleans, Louisiana 70163

504.799.2223 phone | 504.799.2224 fax Paul M. Lavelle, Managing Shareholder 504.799.2223 direct

plavelle@winstead.com

San Antonio

300 Convent Street Suite 2700

San Antonio, Texas 78205

210.277.6800 phone | 210.277.6810 fax Steve Seidel, Managing Shareholder 210.277.6852 direct

sseidel@winstead.com

The Woodlands

24 Waterway Avenue Suite 500

The Woodlands, Texas 77380

281.681.5900 phone | 281.681.5901 fax Cheryl Cain Crabbe, Managing Shareholder 281.681.5933 direct ccrabbe@winstead.com

Washington, D.C.

2000 Pennsylvania, N.W. Suite 3350 Washington, D.C. 20006 202.572.8000 phone | 202.572.8001 fax John B. Rudolph, Managing Shareholder 202.572.8015 direct

Public Finance

Solidly founded on traditional public finance techniques, Winstead’s Public Finance Group attorneys are equally respected for their participation in groundbreaking financings in Texas:

 Creation of the Texas Public Finance Authority and its first bond issuance

 First issuance of qualified zone academy bonds (QZABs) in the state

 First pollution control bonds

 First non-profit hospital financing

 New financing programs for the Texas Highway Commission and TxDOT

 First regional mobility bonds issued in Texas

 First forward-starting interest rate hedging agreement approved by the State Attorney General

 First Tax and Revenue Anticipation Notes

 First tax-exempt financing for private elementary/secondary school facilities

Well-versed on the entire spectrum of municipal finance projects, Winstead attorneys have been advising clients on tax-exempt and taxable bonds and rendering market opinions for governmental issuers for over 40 years.

As counselors to all participants in the industry, we can represent issuers, underwriters, insurers, borrowers, trustees, credit enhancement providers, and purchasers. Additionally, Winstead can provide special tax, legislative, and disclosure counsel services.

Practice Depth and Distinction

Led by attorneys whose names are synonymous with public finance, Winstead’s Public Finance Practice Group is notable for its diverse background and representative achievements. Our public finance

attorneys are active members of the National Association of Bond Lawyers. One of our attorneys was selected in 2001 by his peers to be a Regular Fellow in the American College of Bond Counsel.

In addition to the matters listed below, our financings of sports venue projects, military housing projects, and educational facilities are areas of extensive firm experience.

Depending on the nature of the project, our attorneys team with firm colleagues in real estate, finance, tax, construction, environmental, securities, and government relations practices.

Our range of representative matters covers all of aspects of governmental finance requirements and mechanisms including:

 Bond Anticipation Notes

 Bond Validation Suits

 Certificates of Obligation

 College and University Bonds

 Commercial Paper and Flexible Rate Note Programs

 Conduit Financings

 Derivative Transactions

 Drainage Bonds

 Hospital and Health Care Revenue Bonds

 Industrial and Commercial Development Revenue Bonds

 Installment Purchase Obligations

 Lease-Lease Back Financings

 Multifamily Housing Revenue Bonds

 Privately Financed Loans

 Private Letter Rulings

 Revenue Bonds

 Single-Family Mortgage Revenue Bonds

 Solid Waste Disposal Facility Revenue Bonds

 Special Assessment Bonds

 Sports Arena and Recreational Facility Bonds

 Tax and Revenue Anticipation Notes

 Tax Increment Bonds

 Tax-Exempt and Taxable Financings

 Tax Supported Bonds

 Toll Revenue Bonds