Overview: Our firm’s professionals have served the Washington Suburban Sanitary Commission (the “Commission”) for over 20 years. Over that period, we have advised the Commission on over 25 transactions totaling over $1.5 billion. We have had the opportunity to work on a number of innovative transactions on the Commission’s behalf including developing a methodology for implementing advance refundings on a competitive basis. As a result, in 1986, our professionals developed the software, bidding constraints and process which permitted the Commission to implement one of the first ever competitively sold advance refundings in the United States, a process which is commonplace in the market today. Since that time, we managed 10 more competitive refunding transactions for the Commission. In 1987, our professionals developed an interim financing program for the Commission to respond to new opportunities and limitations resulting from the Tax Reform Act of 1986 and to help better manage internal cash. The program replaced the Commission’s historical practice of funding construction costs in advance with long-term bond issues, provided the Commission with greater funding flexibility and allowed the Commission to take advantage of the new arbitrage regulations. As a result, over the years in which the program has been in effect, the Commission’s average borrowing cost has been reduced by millions of dollars. In mid-1985, the Commission elected to pursue as a pilot project the private design, financing, construction, operation and maintenance of a large water storage facility. We represented the Commission in negotiating with a private developer/contractor the terms of the transaction. Our analysis of the combined value of the design, construction and operating efficiencies and tax benefits indirectly realized by the Commission indicated that it reduced its cost by over 20%. Since that time, we have assisted the Commission in reviewing a number of other privatization opportunities.

Starting in 2001, Wye River Group has served as financial advisor to the Commission in connection with its program to acquire and operate the utility systems of U.S. Dept. of Defense military installations. Our first three projects have involved bidding and negotiating privatizations of the water and wastewater systems at Bolling Air Force Base, Walter Reed Army Medical Center and Andrews Air Force Base. We assisted the Commission in developing its bid/proposal for each of these three projects and continue to consult with the Commission regarding the funding of the projects. The Air Force, while still in the review process for Walter Reed Army Medical Center and Andrews Air Force Base, signed a final agreement with the Commission in March, 2004 to acquire the utility system at Bolling Air Force Base. Our services to the Commission in connection with these three projects involved a series of specific deliverables. First, we analyzed the bid documents and applicable procurement regulations and consulted with WSSC on the organization and content of its proposal to the DoD. Second, we designed a financial model for each project which enabled the Commission to calculate its costs on a component-by-component basis for the renovation, operation and maintenance of each utility system. This enabled the Commission to develop a profitable, and fairly structured, bid/proposal. Third, we assisted the Commission in the development of its price proposal as well as the narratives and explanations in its overall proposal (both technical and price).