Energy Industries Practice

Oil and Gas

Energy Industries Practice - Oil and Gas

Table of Contents
Energy Industries Practice .............................................................................................................................. 3 Construction Practice...................................................................................................................................... 5 Environmental Law ........................................................................................................................................ 7 Exploration and Production ............................................................................................................................ 9 Financial Products and Structures ................................................................................................................ 12 Financial Restructuring ................................................................................................................................ 14 Joint Ventures and Strategic Alliances ......................................................................................................... 16 Licensing, Patents and Technology .............................................................................................................. 18 Maritime Law ............................................................................................................................................... 20 Marketing and Trading ................................................................................................................................. 23 Mergers, Acquisitions and Divestitures........................................................................................................ 24 Natural Gas and LNG Projects ..................................................................................................................... 26 LNG: ........................................................................................................................................................ 26 Natural Gas: ............................................................................................................................................ 27 Private and Public Offerings......................................................................................................................... 29 Privatizations and Capitalizations ................................................................................................................ 31 Project Development and Finance................................................................................................................ 33 Public International Law and International Trade ........................................................................................ 35 Refinery and Petrochemical ......................................................................................................................... 36 Regulatory Matters ....................................................................................................................................... 38 Tax................................................................................................................................................................ 40 Representative Matters ................................................................................................................................. 42

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Energy Industries Practice - Oil and Gas

Energy Industries Practice

King & Spalding's Energy Industries Practice Group advises clients (major energy companies, both regulated and unregulated, as well as sponsors, operators and lenders) on a broad spectrum of energy and natural resource transactions worldwide, including oil and gas and power. Because of the interdisciplinary nature of the practice, the group is composed of attorneys from all five offices within the firm's Global Transactions, Litigation, Construction, Corporate, Environmental, M&A, Financial Restructuring, Financial Transactions, International Trade, and International Arbitration Groups. The group is distinguished by its unique depth of experience in international energy transactions, from operational and supply chain agreements and issues, to complex mergers and acquisitions, joint ventures and finance, to international litigation and arbitration. We successfully combine transactional and regulatory expertise with industry knowledge and know-how. For example, we have one of the premier LNG practices in the world in the last five years King & Spalding attorneys have handled LNG transactions in over 21 countries. We work comfortably as a standalone team or as part of our client's in-house team. We understand the energy industry's requirements for efficient, practical advice, and we understand the value in building long-term client relationships based on performance and trust. K&S has achieved recognition internationally as the firm was: named in 2004 as the second leading firm in Texas in the area of Energy & Natural Resources by Chambers Global: The World's Leading Lawyers and by Chambers USA: America's Leading Lawyers for Business; recommended in 2004 by Latin Lawyer as one of the leading Latin American practices focusing on M&A, project finance, trade and arbitration; named in 2002 by International Financial Law Review as Houston's most preeminent energy firm; ranked in 2002 by Petroleum Economist in the top 10 international law firms with the best knowledge of energy law and transactions in South America; and ranked in 2002 by Petroleum Economist in the top 10 international law firms with the best knowledge of US energy laws. Our attorneys have lived and worked in many countries around the world and have developed a sophisticated understanding of the politics and cultures of many significant energy jurisdictions, and specialized legal and transactional skills, including knowledge of structuring, negotiating, and documenting public company mergers and projects as well as a command of international

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Energy Industries Practice - Oil and Gas

commercial, finance, maritime and construction law. We are "road warriors," equally at home doing deals in foreign conference and hotel rooms as we are in our U.S. and London offices. We take pride in our ability to provide solutions for the challenges that our clients face in all energy-related legal practice areas. We are also devoted to providing our services with unparalleled dedication and attention to detail that has been synonymous with King & Spalding for 120 years.

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Energy Industries Practice - Oil and Gas

Construction Practice
King & Spalding was one of the first large general practice firms in the nation to establish a specific practice devoted to construction law. Today, King & Spalding represents some of the world's largest organizations in all aspects of their global construction projects. We focus almost exclusively on the representation of owner clients, a large portion of whom are in the energy section. King & Spalding places equal emphasis on construction, transactional and arbitration/litigation matters, and our almost exclusive representation of owners places King & Spalding in a unique position to help guide its owner clients through all aspects of a project and to provide timely and cost saving "trouble shooting" immediately as such need arises. Additionally, a number of attorneys in the group were engineers or construction managers prior to arriving at King & Spalding, experience that provides a valuable, hands-on insight into the unique challenges construction projects present. Recent representative construction and procurement matters on oil and gas projects handled by King & Spalding attorneys include advising/representing: Freeport LNG in the drafting and negotiation of an engineer-procure-construct (EPC) agreement for the first new liquefied natural gas (LNG) receiving, storage and regasification facility to commence construction in the United States in over twenty-five years, which is to be located at Quintana Island, Freeport, Texas and is valued in excess of $500 million. An international energy company with respect to an EPC agreement for a $1 billion expansion to a natural gas liquefaction plant in Trinidad and Tobago. Cheniere Energy in the drafting and negotiation of an EPC agreement for an LNG receiving, storage and regasification facility, to be located at Sabine Pass, Louisiana and valued in excess of $600 million. Southern LNG in the drafting and negotiation of an EPC agreement for the design and construction of an expansion to its LNG receiving, storage and regasification facility at Elba Island, Georgia. An international consortium of companies with respect to the FEED agreement for a natural gas liquefaction plant in Angola, Africa. An international energy company with respect to an EPC agreement for an LNG receiving, storage and regasification project located in The Bahamas. A developer with respect to a front end engineering design (FEED) agreement for an LNG receiving, storage and regasification facility located in Mississippi. King & Spalding LLP -5-

Energy Industries Practice - Oil and Gas

An international energy company in the drafting and negotiation of an EPC agreement for a floating platform storage offloading (FPSO) facility located offshore of Africa. A major U.S. pipeline operator in its negotiations of an EPC agreement for the design and construction of a heavy oil pipeline in Ecuador. A major oil and gas company on an EPC agreement for oil and gas projects in Qatar and Dubai. A global energy company in the drafting of an EPC agreement for the expansion of two Venezuelan liquid extraction plants. An international energy company with respect to an EPC agreement for the design and construction of a natural gas liquefaction facility to be located in Equatorial Guinea. For additional information please contact:

Scott Greer John Hinchey Ken Culotta Ned Crady Gene Ann Herrin

404.572.2755 or 713.751.3264 404.572.4922 713.276.7374 713.751.3202 713.276.7307

sgreer@kslaw.com jhinchey@kslaw.com kculotta@kslaw.com ncrady@kslaw.com gherrin@kslaw.com

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Energy Industries Practice - Oil and Gas

Environmental Law
King & Spaldings environmental attorneys combine substantive experience in government and industry, technical knowledge and litigation experience on environmental issues. Since environmental risks are particularly important in the energy industry, our clients rely on the experience of our attorneys in regulatory strategy, litigation, risk allocation and property assessments in transactional matters. Our attorneys are skilled in interpreting and understanding complex and changing environmental laws and standards on a global basis, and we frequently interact closely with counsel in other countries where foreign environmental laws impact a clients projects. We also work regularly with clients and experts to assess and present scientific information on environmental and health effects, chemistry and engineering issues in clear and concise terms for use by clients in transactional or dispute resolution matters. Representative matters of King & Spalding attorneys include advising/representing: A Fortune 100 multinational corporation concerning the environmental, safety and tort risks associated with businesses in a segment of the international oil and gas exploration industry. ChevronTexaco in providing an assessment of regulatory and industry standards pertaining to oil and gas development over a period of decades in various countries worldwide in defense of claims brought against the company based on alleged pollution of the Ecuadorian rainforest by a ChevronTexaco affiliate. Cheniere Energy in the environmental planning and permitting of new LNG terminals involving a number of federal, state and local agencies. Exxon in connection with an internal investigation of the Exxon Valdez oil spill in Alaska. Basic Resources Limited in connection with operations in the environmentally sensitive Petn region of Guatemala and the successful defense of claims made by environmental NGOs. An Australian company regarding the development of options to allocate greenhouse gas emissions credits and costs arising from the purchase of an interest in a U.S. company. A multinational Fortune 100 company in connection with environmental issues relating to the application of World Bank environmental guidelines to a portfolio of international power plants and natural gas pipelines.

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Energy Industries Practice - Oil and Gas

A multinational company in the development of agreements for the remediation and restoration of exploration sites. Chevron U.S.A. Inc. in providing assessments of regulatory and expert issues associated with property damages and personal injury claims, including allegations related to Naturally Occurring Radioactive Materials, arising out of Chevrons oil and gas operations in Mississippi and Louisiana. Universal Compression Holdings, Inc. in connection with the assessment of environmental liabilities and compliance status of more than 50 properties and facilities related to a series of acquisitions and financing by Universal in the natural gas compression services industry. Tenaska, an independent power company headquartered in Omaha, Nebraska, in their permit appeals in Georgia. The Houston Exploration Company in connection with permitting wastewater discharges from offshore exploration and production activities. Equilon regarding a natural resources restoration project under the Oil Pollution Act following a spill from a pipeline. Major U.S. oil and gas companies in connection with regulatory issues and litigation involving natural resource damage claims under CERCLA, OPA and state laws, and common law claims relating to groundwater. For additional information please contact:

Cynthia Stroman Kathy Rhyne Chet Tisdale Les Oakes Jane Luxton

202.626.2381 202.626.3743 404.572.4820 404.572.3314 202.626.2627

cstroman@kslaw.com krhyne@kslaw.com ctisdale@kslaw.com loakes@kslaw.com jluxton@kslaw.com

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Energy Industries Practice - Oil and Gas

Exploration and Production

King & Spalding attorneys have represented major and independent oil and gas companies, service companies, equipment suppliers, host governments, state oil companies and financiers in all aspects of international exploration and production (both onshore and offshore). King & Spalding has considerable experience representing the interests of clients on complex issues regarding the political stability of host governments, the regulatory environment in developing countries, host country requirements concerning direct investment, exploration, production and abandonment, and similar local law issues. Other areas of special expertise include: production sharing contracts; joint operating agreements (including extensive work on the 2002 AIPN Model International Joint Operating Agreement); development and investment agreements; management agreements; technology licenses; processing agreements; marine and pipeline transportation agreements; terminal use agreements; engineering, procurement and construction contracts for onshore and offshore facilities; vessel charters for floating production, storage and offloading systems and supply ships; farm-out agreements; area of mutual interest agreements and unitizations; seismic, drilling and services agreements; oil lifting agreements; and gas production agreements. The firm is recognized for its special expertise in global exploration and development agreements. For example, during the last two years, partners in the firm have provided intensive two-day seminars on Upstream Government Petroleum Contracts in Bahrain, Singapore and Houston--seminars attended by energy representatives from over 25 countries. King & Spalding LLP -9-

Energy Industries Practice - Oil and Gas

Representative matters of King & Spalding attorneys include advising/representing: BP in connection with its participation in the Caspian Pipeline Consortium (a multibillion dollar oil pipeline project from the Tengiz field in Kazakhstan to a Russian port on the Black Sea) including advising on commercial and financial issues. BP in connection with its ownership interest in the Tengiz oil field in Kazakhstan. An Argentine company in connection with joint operating agreement matters related to a gas field in Peru. A U.S. NYSE-listed oil and gas company in oil and gas exploration, production and transportation projects in Russia. A major U.S. corporation in connection with the structuring, negotiation and documentation of production sharing arrangements in Qatar. Azerbaijan International Operating Company in connection with the development of crude oil export pipeline transportation arrangements from Baku through existing and new pipeline systems to Russian and Georgian Black Sea ports, including work on transportation, intergovernmental and host country agreements. A U.S. corporation in connection with the development of various offshore crude oil exploration and production projects in Nigeria. A major energy company in connection with its joint venture with LUKOIL in connection with upstream and midstream investments in Russia. Two major energy companies on the development of two new gas fields in the U.K. sector of the North Sea. Numerous U.S. independent energy companies in all aspects of exploration, development and production activities in various sectors of the North Sea. A major energy company in oil and gas exploration, development, production and transportation activities in Bolivia, Russia and Kazakhstan. Williams International in the structuring, negotiation, and documentation of a proposed $600 million heavy crude oil export pipeline project in Ecuador. An energy company on its licensing application for licenses in the Nigeria/Sao Tom Joint Development Zone.

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Energy Industries Practice - Oil and Gas

Williams Energy Marketing and Trading in connection with structuring of Gulf of Mexico producing assets. Medco Energi of Indonesia in connection with the disposition of Novus assets in Texas and Louisiana. Woodside Energy in the proposed purchase of petroleum exploration and production activities in the U.S. Two independent energy companies in connection with proposed Iran to India pipeline projects, including greenfield refineries to be constructed in India. A major energy company in connection with the structuring and documentation of coal-bed methane blocks located in India. A joint venturer in connection with the joint venture acquisition of onshore exploration prospects. A major U.S. industrial company in all aspects of petroleum exploration and production activities throughout the United States (both onshore and offshore). For additional information please contact:

Susan Beck Philip Weems Ken Culotta Jos Valera

+44.20.7551.7500 713.276.7373 713.276.7374 713.276.7310

sbeck@kslaw.com pweems@kslaw.com kculotta@kslaw.com jvalera@kslaw.com

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Energy Industries Practice - Oil and Gas

Financial Products and Structures

Attorneys in the Energy Industries Practice Group have considerable experience with project financing, leveraged leases, joint ventures, partnerships, and other financial structures for international oil and gas projects. Moreover, our attorneys are engaged in the structuring, documentation and ongoing administration of investment funds, including funds specifically designed to invest in the exploration, production and transportation of oil and gas. King & Spalding attorneys are also active in developing specialty financial products and structures for entities investing in oil and gas properties worldwide, including numerous finance and investment structures that comply with Islamic Shariah principles. Our structuring expertise is often utilized to enable investment by private equity funds in exploration and production activities in Russia and other former Soviet republics as well as investment by multinational companies in various energy activities in Latin America, Southeast Asia and the Middle East. In particular, the group has developed and implemented a unique collateral security structure consistent with Shariah principles compatible with United States and European collateral security structures for project financings and the internal credit/collateral requirements. This structure has been simplified and implemented in project, construction, securitization and other limited recourse financings, commercial lending transactions, quasiregulatory structures being adopted by the Saudi Arabian Monetary Agency, stock participation plans, and other financial arrangements in Saudi Arabia and other Islamic jurisdictions. In addition to innovative financial products and structures like the rahn-adl structure and various istisnaa, ijara, mudaraba, arboon, musharaqah-murabaha and murabaha programs, King & Spalding attorneys have implemented a wide variety of more conventional financing products for oil and gas activities, including production payments, net profits interests, back-ins and royalties. Representative matters of King & Spalding attorneys include advising/representing: A North American oil and petrochemical company in connection with the structuring, development and financing of an oil project in a Middle Eastern country, including Islamic and conventional financing. For the first limited recourse project financing in Saudi Arabia, the Lenders (Chase Investment Bank; Gulf International Bank; The Industrial Bank of Japan, United Saudi Bank; The Saudi Investment Bank) in connection with the $305 million project financing of the Saudi Chevron petrochemical project in Juabil. BP on the financing of the expansions to the Tengiz oil field in Kazakshstan. A Canadian oil and petrochemical company in connection with the structuring, development and financing of an oil project in Jordan. King & Spalding LLP - 12 -

Energy Industries Practice - Oil and Gas

Alujain Corporation in connection with the development of a $400 million methyl tertiary butyl ether (MTBE) project in Yanbu, Saudi Arabia. A large United Kingdom bank in connection with the asset-based financing of a U.S. gas compression equipment company. A project company and one of its partners in structuring a project and negotiating the related $343 million financing provided by international banks and export credit agencies to construct, equip, commission and operate a methanol project in Trinidad. A large financial institution in connections with a $203 million financing of the Resinas Lineales petrochemical facility in Venezuela. A major American chemical company and its affiliates, as lessee and guarantor, in connection with an approximately $850 million synthetic lease financing of an ethylene-cracker facility in the Netherlands. A major American chemical company and its affiliates, as lessee and guarantor, in connection with an approximately $170 million synthetic lease in Bahia Blanca, Argentina. Australia and New Zealand Banking Group Limited and certain of its English and Bahraini affiliates in connection with the financing of two petrochemical tankers being constructed for a Saudi Arabian navigation company. Numerous oil and gas and other energy sector lending transactions in the United States and elsewhere for various United Kingdom and European banks. Foster Wheeler Energy Limited in connection with a US$45 million revolving credit facility from a subsidiary of Ableco Finance. An international energy company on the negotiation of a multi-million dollar credit line facility in respect of a Russian oil field. For additional information please contact:

Isam Salah Jawad Ali

212.556.2140 +44.20.7551.7500

isalah@kslaw.com jali@kslaw.com

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Energy Industries Practice - Oil and Gas

Financial Restructuring
King & Spaldings financial restructuring attorneys provide expert legal advice to our clients in the areas of corporate reorganization, commercial debt restructuring, workouts, bankruptcy and insolvency litigation. Our representations involve regular lending and business clients of the firm as well as creditors and prospective purchasers of bankrupt entities. Typical activities for the firm in this practice area include: out-of-court debt restructuring and workouts; negotiating and litigating over the terms of debtor-in-possession financing, use of cash collateral, adequate protection and relief from automatic stay; purchasing assets from businesses on the verge of or in Chapter 11; acquiring companies through Chapter 11; negotiating and litigating over preference, fraudulent conveyance and other avoidance actions; and drafting and confirming creditors Chapter 11 plans. In addition, the firms familiarity with, and experience in, mezzanine financings and venture investments, energy-based corporate financings, leasing, project financings and structured financings have allowed us to help structure innovative workout solutions. Representative matters of King & Spalding attorneys include advising/representing: A group of investors including Elliott Advisors and Falcon Investments in connection with a restructuring of Horizon Offshore, Inc., a provider of marine construction services to the offshore oil and gas industry around the world, involving the issuance of $65.4 million of pay-in-kind notes and warrants. LJM 2 Co-Investment, L.P. and its successor General Partner (an affiliate of Jay Alix and Associates) in all matters related to Enron Corp. A major U.S. energy corporation in connection with comprehensive renegotiation of long-term natural gas contracts and the structuring of substitute payment security arrangements. A major Canadian oil company in connection with the $308 million sale of oil and gas properties in Indonesia, together with a restructuring of company indebtedness. Foster Wheeler Corporation/Robbins as operator and developer in bankruptcy of a waste to energy project in Robbins, Illinois. King & Spalding LLP - 14 -

Energy Industries Practice - Oil and Gas

A Kuwaiti company and certain of its non-U.S. subsidiaries, affiliates, officers and directors in the defense of more than $40 million in alleged breach of fiduciary duty, alter ego and veil piercing claims brought by the Chapter 11 trustee and creditors committee appointed in the Chapter 11 bankruptcy case of the companys U.S. subsidiary. A major insurer in connection with $600 million in First Mortgage Bonds and Pollution Control Bonds in Chapter 11 proceedings in California of Pacific Gas & Electric Co. The New Power Company, NewPower Holdings, Inc. and TNPC, Inc., as debtors co-counsel in their Chapter 11 bankruptcy cases. The Official Committee of Unsecured Creditors of Peachtree Natural Gas, LLC, a natural gas marketing company, in connection with the confirmation of a plan of liquidation in the Peachtree bankruptcy case in Georgia. MBIA Insurance Corporation, as insurer of $500 million of First Mortgage Bonds, in an out-of-court restructuring of Southern California Edison. The Palmieri Company as Chapter 11 Trustee in the successful $1 billion reorganization of Colorado-Ute Electric, a major generation and transmission electric utility in Colorado. For additional information please contact:

Jim Pardo

404.572.4794

jpardo@kslaw.com

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Energy Industries Practice - Oil and Gas

Joint Ventures and Strategic Alliances

The attorneys of King & Spalding in the Energy Industries Practice Group have amassed many years of experience with the negotiation, structuring and documentation of joint ventures and strategic alliances in the oil and gas industry. Areas of particular expertise include the negotiation and documentation of joint venture agreements, participation agreements, joint operating agreements and exchange agreements for oil and gas assets. In combination with our knowledge of related practice areas such as exploration and production, mergers and acquisitions, financing and regulatory matters, the firms joint venture and strategic alliance expertise helps us provide our clients with the highest level of service and attention. Representative matters of King & Spalding attorneys include advising/representing: Atlantic Richfield Company in connection with the structuring, negotiation and documentation of an approximately $3.5 billion strategic association for the integrated production, transportation, upgrading and export of Orinoco extra-heavy crude oil. Three U.S. independent oil companies in connection with formation of oil and gas joint ventures in Azerbaijan and negotiation of related production sharing contracts. A major oil company with regard to participation agreements for the development of non-associated gas fields in Mozambique and the sale of gas to South Africa. A foreign investor in connection with the documentation of an oil field equipment manufacturing joint venture in China with a governmental entity. A major energy company in connection with a joint venture for the Accro III and IV Eastern Venezuelan Cryogenic Complex Expansion Project. A U.S. chemical company in connection with Brazilian petrochemical project operations and other joint venture relationships. The Ridge Group in connection with the formation of a joint venture to develop technology to be used in the transportation of CNG in pressure vessels aboard oceangoing ships. A major U.S. pipeline company, party to a strategic alliance with a major U.S. industrial company, in connection with the structuring, negotiating and documenting of, and bidding for, the right to build a $1.5 billion Russia to Eastern Europe gas pipeline. A major U.S. industrial company, in connection with its subsidiarys structuring, negotiating, documenting, managing and operating of a North Sea drilling program involving 28 other license holders, and numerous petroleum service companies.

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Energy Industries Practice - Oil and Gas

Atlantic Richfield Company on the restructuring of the Caspian Pipeline Consortium (a multi-billion dollar oil pipeline project from the Tengiz oil field in Kazakhstan to a Russian port on the Black Sea). A major multinational energy company in connection with numerous aspects of its North American natural gas, electric power and alternate fuels businesses; purchase and exchange agreements; gas transportation management agreements; and energy services agreements. ChevronTexaco in a joint venture with Enron North America and affiliates relating to pipeline assets in Louisiana. Baker Energy Services regarding a strategic alliance for operation of platforms. An affiliate of a major multinational energy company in a joint venture with an affiliate of Cinergy Corporation to restructure existing energy assets and to build, own and operate combined heat and power facilities at one of the worlds largest oil refineries. A major multinational energy company on a proposed joint venture in Russia. An international energy company on a proposed joint venture in West Africa. Atlantic Richfield Company in connection with various joint ventures in the U.K. sector of the North Sea. For additional information please contact:

Susan Beck Randy Coley Ken Culotta Carlos Treistman

+44.20.7551.7500 713.751.3256 713.276.7374 713.751.3274

sbeck@kslaw.com rcoley@kslaw.com kculotta@kslaw.com ctreistman@kslaw.com

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Energy Industries Practice - Oil and Gas

Licensing, Patents and Technology

King & Spaldings intellectual property practice provides top-quality legal services to our clients with respect to trademark, copyright, patent and trade secret legal issues associated with energy assets. Our attorneys have considerable experience in obtaining and enforcing the intellectual property rights of our clients before arbitration tribunals as well as the U.S. Patent and Trademark Office and the federal courts. We also utilize both traditional and innovative methods to search, secure, and enforce the protection of trademarks and copyrights around the world in order to protect the global interests of our clients in their oil and gas related intellectual property assets. Representative matters of King & Spalding attorneys include advising/representing: ExxonMobil in its global trademark searching and filing program as well as general advice concerning global intellectual property practice. ChevronTexaco in an action in federal court in New York for theft and misuse of confidential and proprietary information concerning Texacos coal gasification process, in which the Japanese defendants motion to dismiss or transfer the case to Japan was denied and a settlement protecting Texacos technology was reached after a full preliminary injunction hearing. A fuel distribution company in seeking patent protection for technology that allows for more accurate blending of additives with gasoline. BHP Billiton in the Chilean Escondida mining project, including relationships with third party contractors and intellectual property matters. A regional utility in connection with its development of a coal-gasification process, the allocation of intellectual property among the various parties associated with the development, and patent protection of intellectual property owned by the utility client. An energy company in connection with its liquefied natural gas transport and storage operations, by conducting freedom to operate searches of relevant third party patents and analyzing the entire operation for features protectable by patent. A regional energy utility in connection with the analysis and filing of patent applications pertaining to renewable fuels research, including patents associated with the novel processes developed for managing ash generated from such renewable fuels. Several Fortune 500 companies in numerous successfully litigated Internet domain name disputes and ICANN proceedings.

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Energy Industries Practice - Oil and Gas

For additional information please contact:

Clark Lackert

212.556.2329

clackert@kslaw.com

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Energy Industries Practice - Oil and Gas

Maritime Law
The maritime law practice of King & Spaldings Energy Industries Practice Group focuses on: the marine transportation of hydrocarbons, including liquefied natural gas (LNG) and compressed natural gas (CNG); vessel chartering, construction and financing; vessel purchases and sales; marine pollution; litigation and arbitration on maritime issues; work out of debt secured by maritime assets; contract disputes; maritime construction contracts; Jones Act, cabotage laws and coastwise trade issues; vessel safety and security matters; tug, tow, vessel escort and salvage issues; port liability and conditions of use issues; representation of shipowners and charterers before the Federal Maritime Administration and the US Coast Guard; and negotiation with port authorities, other port users, the US Army Corps of Engineers and other state, federal and non-governmental agencies with respect to the use and modification, including dredging, of a federal channel in aid of navigation. Our attorneys are involved in contract negotiation and drafting as well as project development and financing, and we regularly deal with national maritime statutes, international maritime conventions and shipping regulations of the US, the UK, Vanuatu and a host of other countries. In addition, the firm has assisted companies with charter parties, ship mortgages and liens, bills of lading, vessel arrests, and vessel limitation of liability lawsuits.

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Energy Industries Practice - Oil and Gas

Representative matters of King & Spalding attorneys include advising/representing: El Paso Corporation regarding the time charter of four Korean-built LNG regasification vessels (LNGRVs), the first transaction of its kind. A vessel owner in the negotiation and preparation of all necessary documents in connection with the conversion of a 133,000-ton tanker into an offshore, floating, production and storage vessel (FPSO) and its subsequent chartering to an independent oil company for use offshore Cte dIvoire. A U.S. corporation for options to time charter several new build LNG tankers. Williams Energy Marketing and Trading for the long-term time charter of six CNG vessels. A major gas company regarding the twenty year charter of a new LNG vessel from a Norwegian shipowner. The Indonesian Government at numerous proceedings of the International Maritime Organization for development of the Hazardous and Noxious Substances Liability Convention. Triton Energy regarding the charter of an FPSO from a Norwegian shipowner and the engineering, procurement, fabrication and installation of associated topside equipment. Long-term charterparties for ten new-build LNG tankers, including (because of backto-back provisions in the charterparties) negotiation of construction contracts with shipyards. Exxon in connection with an internal investigation of the Exxon Valdez oil spill in Alaska. PERTAMINA in connection with the structuring, negotiation and documentation of the time charter of a fleet of six existing LNG tankers from a public UK company. A Venezuelan company in connection with claims to recover proceeds from the sale of seized vessel. GulfTerra in connection with the construction of the first Energy Bridge regasified LNG discharge buoy and platform offshore Louisiana. Agrium Inc. in connection with the sale of ammonia barges and the towage of such barges from Oregon to New Orleans.

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Energy Industries Practice - Oil and Gas

Torch Offshore, LLC in reorganizing maritime liens on vessels, the sale of a $72 million offshore construction vessel and vessel arrests. An LNG vessel charterer in the successful appeal of an adverse action by the US Coast Guard for allegedly violating homeland security laws. Freeport LNG in connection with the widening of the federal navigation channel in the Port of Freeport, Brazoria County, Texas, to accommodate larger LNG vessels. For additional information please contact:

Philip Weems Pete Musgrove Michael Taylor Brannon Robertson Justin R. Boose

713.276.7373 713.751.3243 202.626.2385 713.751.3248 713.276.7397

pweems@kslaw.com pmusgrove@kslaw.com jmtaylor@kslaw.com brobertson@kslaw.com jboose@kslaw.com

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Energy Industries Practice - Oil and Gas

Marketing and Trading

King & Spaldings extensive oil and gas marketing and trading practice serves as a natural complement to our considerable experience in U.S. oil and gas project development. The firms Energy Industries Practice Group has exceptional proficiency in short-term and long-term oil and gas sale and purchase contracts. Since successful marketing and trading requires regulatory, risk management and financing expertise to accompany expert advice on transaction structuring, the group includes attorneys proficient in these practice areas. Representative matters of King & Spalding attorneys include advising/representing: Numerous buyers and sellers of LNG in relation to sales contracts and antitrust issues associated therewith. A major multinational energy company in connection with all aspects of natural gas marketing and trading activities (both as seller and purchaser) throughout the United States, including advisement on gas industry form contracts (GISBs, NAESBs and ISDAs). A major U.S. energy company in connection with comprehensive renegotiation of long-term natural gas contracts and the structuring of substitute payment security arrangements. Triton Energy and ARCO in relation to international crude oil sales contracts. Interstate natural gas pipelines in FERC Order No. 636 proceedings to restructure the interstate natural gas pipeline industry in the United States. Various clients in connection with natural gas restructuring proceedings before state regulatory commissions in Georgia and New York. Coral Energy/Shell Trading, as gas exchanger and balancer, in $275 million structured financing of Texas Municipal Gas Corporations acquisition of certain gas-producing properties in western Texas. For additional information please contact:

Ken Culotta

713.276.7374

kculotta@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Mergers, Acquisitions and Divestitures

King & Spaldings Energy Industries Practice Group has represented clients in energy-related mergers, acquisitions and divestitures involving billions of dollars of oil and gas properties. The group has implemented merger, acquisition and divestiture transactions involving structures ranging from conventional (e.g., purchase and sale of stock or assets) to complex (e.g., tax-driven reorganization using specialty financial instruments issued by special purpose vehicles and pass-through entities such as limited partnerships and limited liability companies). Representative matters of King & Spalding attorneys include advising/representing: Medco Energi in connection with the disposition of its interests in various oil and gas assets in the United States. BP in its proposed disposal of a shareholding interest in the Caspian Pipeline Consortium project. Shell in its proposed acquisition of an additional interest in the Kashagan oil fielding Kazakhstan. Delta Oil Company in its disposal to Amerada Hess of its shareholding interest in the Azerbaijan International Operating Company. Vitol Holdings B.V. in its disposal of an interest in a Russian oil field. BHP Billiton in the sale of its interest in the Agua Rica copper-gold-molybdenum project in Argentina to Northern Orion Explorations, Ltd. Gener S.A., a publicly owned Chilean company involved in electric power generation and distribution, in connection with its acquisition of Cordex Petroleum Argentina Ltd. as well as rights to certain oil and gas concessions in Chile and Argentina and certain related assets in the U.S. A major Australian energy company with its acquisition of a major independent oil and gas company in the United States. A major U.S. oil company in connection with the structuring and documentation of an acquisition of an interest in a Chad-Cameroon crude oil pipeline project, including work on the Convention of Establishment and Investment Agreement with host countries. Primary Fuels, Inc. in the acquisition of two large gas fields in Argentina, including the purchase of the Jos Segundo oil field in Argentina and negotiations with YPF, the countrys former state-owned petroleum company.

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Energy Industries Practice - Oil and Gas

An oil and gas company controlled by the largest privately owned bank in Kazakhstan in the acquisition of a major oil and gas field in Kazakhstan and a merger with a public Canadian minerals company. A major energy company in connection with the merger of its Argentine energy assets with an Argentine company to form Argentinas second largest energy company. Vallourec, a worldwide leader in technology for the threading and coupling of drilling pipe, in the acquisition of 100% of the stock of a Mexican corporation that is the second largest provider of pipe threading services in Mexico. A major multinational mining company in its proposed bid to acquire Compaa Minera Disputada de las Condes Ltda., from a wholly-owned subsidiary of ExxonMobil Corporation, a transaction valued in excess of US $1 billion. A major energy company in connection with the sale of its subsidiary companies equity interest in a 507 MW power plant and tolling rights with respect to an associated LNG import terminal in Peuelas, Puerto Rico. A major energy company in connection with the purchase of an equity interest in a power plant in the Dominican Republic. E.ON AG of Germany in its acquisition of Ruhrgas AG of Germany (U.S. issues only. Dominion Resources, Inc. in its merger with Consolidated Natural Gas Company. Union Carbide Corporation in the sale of an air separation unit to a U.S. subsidiary of Air Liquide, including structuring of long-term tolling and supply agreements for the production of the unit. Mirant Americas Production, L.P. regarding acquisition of a major package of landrelated assets (fee, royalty and working interest). A major U.S. private equity firm in its participation with auctions relating to the disposition of FERC-regulated pipelines. For additional information please contact:

John Keffer Carlos Treistman Tia Barancik Susan Beck Bill Parish

+44.20.7551.7515 713.751.3274 212.827.4081 +44.20.7551.7500 713.276.7413

jkeffer@kslaw.com ctreistman@kslaw.com tbarancik@kslaw.com sbeck@kslaw.com bparish@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Natural Gas and LNG Projects

King & Spaldings Energy Industries Practice Group has unique experience in a broad variety of natural gas projects, including liquefied natural gas (LNG), pipelines and transportation. King & Spalding is one of the most active law firms in the LNG business. [Please see our separate LNG brochure, which provides a listing of transactions and projects which are representative of our LNG experience.] Our experience ranges from the development of upstream gas reserves for export projects and the development of liquefaction projects themselves, to transportation arrangements and import terminals. We believe that few other law firms can match our transactional LNG experience and our commitment to the LNG sector. Recently, lawyers in our LNG practice have advised on LNG-related transactions and projects in Angola, Australia, the Bahamas, Canada, Equatorial Guinea, Italy, Korea, Russia, Trinidad, Venezuela, the United Kingdom and the United States of America. In addition to our transactional practice, many of our lawyers are regular speakers at key LNG conferences around the world and have had articles published in some of the worlds leading energy publications (such as the LNG Journal, the Petroleum Economist and the International Energy Law and Taxation Review). Representative matters of King & Spalding attorneys include advising/representing:

LNG:
Freeport LNG in connection with its development of multiple LNG import terminals in Texas, including providing counsel regarding FERC permitting and regulation of LNG terminals and regasified LNG. A joint venture formed by ChevronTexaco Corp., ExxonMobil, BP, TotalFinaElf and Sonangol in connection with the development of a liquefied natural gas facility in Angola. Point Fortin LNG Exports Limited in regard to long-term sale of LNG from Trinidad to the U.S. Multiple energy companies, including Cheniere Energy, in connection with the development, construction and financing of several U.S. Gulf Coast LNG import terminals.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

A major energy company in connection with the development, construction and financing of an LNG import terminal in the Bahamas and associates Bahamas-U.S. natural gas pipeline. ChevronTexaco Corp. in structuring gas supply and LNG project issues for Plataforma Deltana Block 2 in Venezuela. El Paso Corporation regarding agreements relating to the time charter of the Energy Bridge fleet, four Korean-built LNG regasification vessels. The Dow Chemical in relation to purchases of LNG for importation into the United States. The worlds largest LNG facility at Bontang, East Kalimantan, on behalf of production sharing contractors and on behalf of PERTAMINA, the governmental oil entity. The largest project participant in developing a greenfield LNG export project in Indonesia, including drafting and negotiation of sales contracts, principles of agreement, production sharing contracts, joint operating agreements, project management agreements, unitization agreements, and construction contracts. PERTAMINA in connection with numerous long-term LNG sales contracts with Japanese, Korean and Taiwanese buyers. Southern LNG in relation to the drafting and negotiation of the construction contract for expansion of Elba Island, Georgia LNG import facility. A major Pacific-basin LNG seller in connection with antitrust issues associated with joint marketing of LNG in the United States.

Natural Gas:
A major multinational energy company in connection with numerous aspects of its North American natural gas, electric power and alternate fuels businesses, purchase and exchange agreements, gas transportation management agreements and energy services agreements. ExxonMobil in connection with its proposed participation in restructuring the Saudi Arabian natural gas industry. The Government of Peru in the development of the countrys largest natural gas and condensate project, known as Camisea, including structuring model contracts and other regulatory framework for the production, transmission and distribution of natural gas.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

A U.S.-European independent power consortium in connection with the structuring, negotiation, and development of a long-term gas supply arrangement with PEMEX (the Mexican government oil entity). Korea National Oil Corporation in connection with the development of an offshore natural gas field in Vietnam. The government of Bolivia and YPFB on matters related to the construction and financing of a gas pipeline from Bolivia to So Paulo, Brazil. A U.S. gas transportation company in connection with the structuring and permitting of two gas transportation projects in Mexico. A U.S.-Japanese consortium in connection with natural gas pipeline and oil and gas exploration and production projects with Gazprom and the regional government of Sakha-Yakutia in Eastern Siberia and the Russian Far East. A U.S. pipeline company in the structuring, negotiation and documentation of a $1.5 billion gas export pipeline project in Russia. Two independent energy companies in connection with proposed Iran to India pipeline projects, including greenfield refineries to be constructed in India. A number of major international energy companies in relation to the development of new gas fields in the U.K. sector of the North Sea including advising on gas transportation and processing issues, gas sales arrangements, gas balancing, gas substitution, inter-field user liabilities and inter-pipeline user liabilities. The owners of a major gas pipeline in the Middle East on gas purchase arrangements. For additional information please contact:

Philip Weems Ken Culotta Jos Valera Ned Crady Susan Beck Gene Ann Herrin

713.276.7373 713.276.7374 713.276.7310 713.751.3203 +44.20.7551.7500 713.276.7307

pweems@kslaw.com kculotta@kslaw.com jvalera@kslaw.com ncrady@kslaw.com sbeck@kslaw.com gherrin@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Private and Public Offerings

King & Spalding has long been an active and highly-regarded national law firm in the area of private and public offerings of securities. Our clients include underwriters and issuers in the full range of securities transactions, including initial and secondary public offerings, Rule 144A offerings, shelf offerings, high-yield debt offerings, American Depositary Receipts offerings, Euro dollar offerings, registered exchange offers, consent solicitations and tender offers. The firms practice also includes capital restructurings and the issuance of specialty financial instruments, such as production payments, royalties and other similar interests with complex allocation provisions issued by pass-through entities such as partnerships and limited liability companies. Representative matters of King & Spalding attorneys include advising/representing: Underwriters of a $400 million senior notes offering by Ocean Energy, Inc. Underwriters and issuers in initial public offerings and financings of master limited partnerships. An issuer in the energy transportation and storage business in a $1 billion initial public offering. Initial purchasers in a $1 billion senior notes Rule 144A offering by an issuer in the oil and gas business. Underwriters of a $750 million common stock offering by an issuer in the oil and gas business. Underwriters of a $325 million notes offering by an issuer in the oil and gas business. Initial purchasers in a $150 million senior notes Rule 144A offering by an issuer in the natural gas pipeline business. Initial purchasers in a $250 million senior notes Rule 144A offering by an issuer in the natural gas pipeline business. An issuer in the energy transportation and storage business in a $200 million senior notes Rule 144A offering. A foreign private issuer in a $200 million senior notes Rule 144A offering. Underwriters of a $300 million shelf offering by an issuer in the oil and gas business. An issuer in the energy transportation and storage business in a $350 million secondary equity offering. For additional information please contact: King & Spalding LLP - 29 -

Energy Industries Practice - Oil and Gas

Kevin Trautner Randy Coley Alexander Gendzier

713.751.3273 713.751.3256 212.556.2325

ktrautner@kslaw.com rcoley@kslaw.com agendzier@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Privatizations and Capitalizations

Attorneys in the Energy Industries Practice Group have played significant roles in numerous energy-related privatizations and capitalizations around the globe. King & Spalding is exceptionally well-suited to handle the lengthy and in-depth negotiations required with governments and state-owned entities due to the extensive first-hand experience of our attorneys with in-country transactional work. Representative matters of King & Spalding attorneys include advising/representing: Norwegian interests in connection with the privatization of the Veracruz shipyard for oil drilling rig construction and repair. The Bolivian Ministry of Capitalization in connection with the capitalization of YPFB, the Bolivian state oil and gas company responsible for the entire sector from exploration and production to transportation, refining and distribution/marketing. The YPFB capitalization concluded in 1997 and represented the ownership transfer of assets representing approximately 18 percent of Bolivias gross domestic product. A major energy company in connection with the capitalization of the upstream assets of Bolivias state petroleum company (YPFB) and the formation and operation of CHACO S.A., one of the two upstream capitalized companies. One of the largest mining companies in the world and based in Peru, including studying titles, preparing drafts of a purchase and sale agreement, interacting with the government of Peru and obtaining financing commitments. YPF in connection with the divestiture of exploration and production properties prior to the international public offering of YPF shares made by the government of Argentina, including drafting joint operating agreements, farm-out agreements, oil and gas purchase and sale agreements, and oil and gas transportation agreements. A major energy company in the privatization process of PETROPERUs exploration and production properties in Perus jungle area. Murphy Oil and Gas in the privatization process of PETROPERUs La Pampilla oil refinery in Lima, Peru, a refinery which is the largest in the country with a refining capacity of 100,000 bbls/day. A leading petrochemical company in connection with the limited recourse financing of a US$1 billion petrochemical project comprising a gas separation facility, ethylene cracker and polyethylene unit and related infrastructure.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Several export credit agencies in connection with the US$3.5 billion project financing of the BTC oil pipeline from Baku (Azerbaijan) to Ceyhan (Turkey). The arrangers of a US$125 million limited recourse project financing loan for a Texaco-sponsored synthetic gas facility at Jurong Island, Singapore. A major energy company in connection with the privatization process in Guatemala, Costa Rica, Colombia, Venezuela and Uruguay. For additional information please contact:

Jos Valera Carlos Treistman Bill Parish

713.276.7310 713.751.3274 713.276.7413

jvalera@kslaw.com ctreistman@kslaw.com bparish@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Project Development and Finance

King & Spaldings Energy Industries Practice Group has extensive project development and finance experience, both U.S. and international, particularly in projects related to oil and gas exploration and production, mining, cross-border oil and gas pipelines, and natural gas and hydrocarbon liquids transportation. Our attorneys have the benefit of many years of industry expertise and commercial knowledge, and are able to facilitate the consummation of complex transactions by identifying crucial issues, advising with respect to risk management and insurance, and structuring, negotiating and implementing key project documents. The firm has represented the full range of developers, sponsors, lenders and other participants in the development of petrochemical and other derivative petroleum products, as well as projects involving the construction of oil and gas pipelines and storage facilities. Attorneys in the group have represented sponsors, project entities and lenders in projects throughout the globe, including in the U.S., Latin America, West Africa, Russia and the other former Soviet republics, Australia, China, Japan, Indonesia and many parts of the Middle East. Representative matters of King & Spalding attorneys include advising/representing: Coral Energy/Shell Trading, as gas exchanger and balancer, in $275 million structured financing of Texas Municipal Gas Corporation's acquisition of certain gas-producing properties in western Texas. A major U.S. investment bank in ongoing structuring for the underwriting of prepaid long-term gas supply arrangements for a Southeastern U.S. municipal utility. A global energy company in the drafting and negotiation of an EPC agreement for the expansion of two Venezuelan extraction/fractionation and storage/refrigeration plants. A leading petrochemical company in connection with the limited recourse financing of a US$1 billion petrochemical project comprising a gas separation facility, ethylene cracker and polyethylene unit and related infrastructure. The lenders (Chase Investment Bank; Gulf International Bank; The Industrial Bank of Japan; United Saudi Bank; The Saudi Investment Bank) in connection with the $305 million project financing of the Saudi Chevron petrochemical project (benzene and cyclohexane) in Saudi Arabia. A major Australian company in connection with the development, structuring, and financing of various oil and gas projects in Latin America.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

A major American chemical company and its affiliates, as lessee and guarantor, in connection with an approximately $340 million ethylene project in Bahia Blanca, Argentina. Williams International in the structuring, negotiation, and documentation of a $600 million heavy crude oil export pipeline project in Ecuador. Alujain Corporation in connection with the development of an approximately $400 million MTBE project in Yanbu, Saudi Arabia. A large financial institution in connection with a $203 million financing of the Resinas Lineales petrochemical facility in Venezuela. A Canadian oil and petrochemical company in connection with the structuring, development and financing of an oil project in Jordan. The lead underwriter in connection with the Rule 144A project financing of a coalfired cogeneration facility. A Mexican-Spanish-U.S. consortium in connection with arrangements and negotiations with PEMEX and lenders involving the Cuatzacaulcos MTBE project. A Korean/U.S. consortium for the development of an oil and gas project in Myanmar. A major energy company in connection with the $334 million OPIC and ExIm financing of ACCRO III and IV, natural gas processing facilities in Venezuela. For additional information please contact:

Ken Culotta Carlos Treistman Jay Kelley Randy Coley Susan Beck Tia Barancik

713.276.7374 713.751.3274 404.572.3401 713.751.3256 +44.20.7551.7500 212.827.4081

kculotta@kslaw.com ctreistman@kslaw.com jkelley@kslaw.com rcoley@kslaw.com sbeck@kslaw.com tbarancik@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Public International Law and International Trade

King & Spaldings Energy Industries Practice Group has substantial expertise in assisting clients with the oftentreacherous issues of public international law. Since a number of our attorneys have lived and worked in the foreign countries that are the subject of disputes, we frequently have actual experience working with the governments and state institutions in question. We have successfully represented the interests of clients in a variety of international matters, including border disputes, Foreign Corrupt Practices Act issues, blockades, sanctions, currency controls, and anti-boycott measures. Representative matters of King & Spalding attorneys include advising/representing: U.S. exporters of petroleum products seeking to accelerate the elimination of Mexican tariffs under NAFTA. U.S. investors in connection with the structuring, negotiation and documentation of an oil and gas convention with the Moroccan government. The Indonesian government in connection with the proceedings at the International Maritime Organizations preparation and approval of the Hazardous and Noxious Substances liability convention. A U.S. oil and gas company with regard to exploration and development issues involving a border dispute between two South American countries. ChevronTexaco in litigation at the U.S. Court of International Trade and the U.S. Court of Appeals for the Federal Circuit involving domestic oil producers appeals of the U.S. Department of Commerces determination not to initiate antidumping and countervailing duty investigations of imports of crude oil from Saudi Arabia, Venezuela, Mexico, and Iraq. Non-U.S. companies regarding compliance with U.S. economic sanctions laws and regulations, including Iranian investment sanctions. For additional information please contact:

Ken Culotta Joe Dorn

713.276.7374 202.626.5445

kculotta@kslaw.com jdorn@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Refinery and Petrochemical

King & Spalding attorneys are actively involved in special energy projects worldwide, such as methanol, ethylene and petrochemicals. Attorneys in the Energy Industries Practice Group have been involved in such projects in more than thirty countries, including a methanol facility in Trinidad, ethylene and polyethylene facilities in Argentina and a benzene and cyclohexane petrochemical project in Saudi Arabia. Representative matters of King & Spalding attorneys include advising/representing: A Fortune 100 petrochemical company on its bid to acquire equity in an Atlanticbasin LNG project currently being developed. A U.S. chemical company in connection with petrochemical project operations and other joint venture relationships in Brazil and Venezuela. ExxonMobil in connection with its proposed participation in several petrochemical projects related to the restructuring of the Saudi Arabian natural gas industry. Australia and New Zealand Banking Group Limited and certain of its English and Bahraini affiliates in connection with the financing of two petrochemical tankers being constructed for a Saudi Arabian navigation company. An affiliate of a major U.S. oil company in connection with the divestiture of a petrochemical project in India to local management and related project matters. The lenders (Chase Investment Bank; Gulf International Bank; The Industrial Bank of Japan; United Saudi Bank; The Saudi Investment Bank) in connection with the $305 million project financing of the Saudi Chevron petrochemical project (benzene and cyclohexane) in Juabil, Saudi Arabia. An affiliate of a major U.S. oil company in connection with the divestiture of a petrochemical project in Pakistan to local management and related project matters. A leading petrochemical company in connection with the limited recourse financing of a US$1 billion petrochemical project comprising a gas separation facility, ethylene cracker and polyethylene unit and related infrastructure. A major U.S. energy company in the construction, development, financing ($200MM OPIC; $135MM Ex-Im), and joint venture planning in connection with a $418MM extraction, fractionation, refrigeration, storage and injection facility in Jose, Venezuela. A major U.S. Oil company in the development of a US$600 million aromatics complex in Singapore.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

A start-up company, as Acting General Counsel, following its acquisition of Shell Chemical Company's global epoxy resins and versatics manufacturing and marketing business. An oil industry consortium in the successful bid for the franchise to design, finance (approx. US$200MM), build and operate the jet fuel supply system at Hong Kong's Chek Lap Kok Airport. Consortium members included Mobil, Shell, Esso, Caltex, Kuwait Petroleum, Cathay Pacific, and China National Oil Company. A major U.S. Oil company in grassroots products manufacturing ventures with state oil companies in Indonesia and India and with private companies in Thailand and Bangladesh. A major U.S. oil company in the acquisition of a majority interest in a private Indian company engaged in developing facilities to import and distribute LPG in southern India. An independent refiner in connection with a joint venture for the development of an offshore (Gulf of Mexico) oil pipeline and expansion of its Texas refinery facilities. For additional information please contact:

Gene Ann Herrin Ken Culotta Ned Crady Dan Rogers Sandra Hallmark

713.276.7307 713.276.7374 713.751.3203 713.751.3204 202.626.2912

gherrin@kslaw.com kculotta@kslaw.com ncrady@kslaw.com drogers@kslaw.com shallmark@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Regulatory Matters
Attorneys in the Energy Industries Practice Group have significant experience with all energy-related aspects of U.S. federal and state regulatory systems and UK regulatory systems. On the U.S. federal level, the firm provides clients with regulatory advice and strategy on a transactional basis and representation in proceedings before the U.S. Federal Energy Regulatory Commission (FERC), including the preparation of applications for the construction and operation of new natural gas pipeline facilities and the preparation of natural gas pipeline tariffs, all aspects of natural gas and oil pipeline rate regulation and obtaining government approvals in connection with the import and export of natural gas and LNG. We also have experience with the regulatory and administrative systems of a number of states, with special expertise in the complex regulatory scheme of Louisiana. Representative matters of King & Spalding attorneys include advising/representing: Interstate natural gas pipelines in all aspects of certificate, rate and tariff proceedings before the FERC, as well as in proceedings to restructure the interstate natural gas pipeline industry pursuant to FERC Order No. 636. Natural gas and crude oil pipelines concerning regulatory issues arising under the Outer Continental Shelf Lands Act. A liquefied natural gas company in proceedings before the FERC in conjunction with the siting, construction and operation of the companys greenfield import terminal in the U.S. Various clients in connection with natural gas restructuring proceedings before state regulatory commissions. Various shippers on interstate pipelines, including industrial gas users and gas marketers, in rate increase and other pipeline proceedings before the FERC. Intrastate natural gas pipelines in proceedings before the FERC to establish rates and terms of service under Section 311 of the Natural Gas Policy Act. Power producers and large industrial gas users in the negotiation of rates and terms for the transportation of natural gas. Interstate oil and products pipelines in contested proceedings pertaining to rate and tariff issues before the FERC and in judicial appeals. Natural gas marketers and others in obtaining authorization from the U.S. Department of Energy to import and export natural gas to and from Canada and Mexico.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

A major energy company in connection with its energy management and advisory services provided throughout North America. Various acquirers, strategic and financial, with respect to acquisitions of FERCregulated assets and obtaining necessary FERC approvals, as well as considering the effect of regulation on transaction and capital structure. For additional information please contact:

Lisa Tonery Erik Swenson Susan Beck

212.556.2307 404.572.3540 +44.20.7551.7500

ltonery@kslaw.com eswenson@kslaw.com sbeck@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Tax
King & Spaldings tax practice provides clients with advice that is technically sophisticated, practical and policy-aware. We work with clients on the planning and execution of international business transactions of all sizes and types, including acquisitions, dispositions, joint ventures, and financings. Our advice covers the full spectrum of U.S. federal income tax issues, with particularly extensive experience in corporate, partnership and international practice areas. When tax controversies arise, King & Spaldings attorneys help clients to resolve such disputes as favorably as possible, whether in examinations, administrative appeals, the courtroom, or alternative dispute resolution processes such as the Advance Pricing Agreement program. We combine our substantive tax knowledge with the tax litigation experience of the firms litigators (including attorneys experienced in the Tax Division of the Justice Department) to achieve optimal results. King & Spalding attorneys have considerable experience in the management of privilege and discovery issues, in handling cases in the U.S. Tax Court, Court of Federal Claims, and the federal District Courts, and with appeals from such courts. King & Spalding has particular expertise in the full range of corporate, partnership and international tax issues faced by international petroleum companies, including foreign tax credit issues, controlled foreign corporation and international transfer pricing issues. Our maintenance of offices in the petroleum centers of Houston and London facilitates access to clients in the industry. Representative matters of King & Spalding attorneys include advising/representing: Several large companies facing significant IRS audits. A large Australian energy company in connection with tax issues associated with the acquisition of a publicly traded U.S. oil and gas company. A major European oil and gas company with regard to transfer pricing issues associated with research and development, oil and gas exploration and trademark issues. A U.S. manufacturer of water purification and sewerage systems in its sales and engineering contracts to provide water and wastewater facilities to municipal utilities in the Dominican Republic. A major European oil and gas company with regard to transfer pricing issues associated with research and development, oil and gas exploration and trademark issues. A large Australian energy company in connection with tax issues associated with the acquisition of a publicly traded U.S. oil and gas company.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

For additional information please contact:

Robert Woodward Rob Culbertson Michael Caballero Steve Mills

404.572.3353 202.626.2642 202.661.7942 212.556.2353

bwoodward@kslaw.com rculbertson@kslaw.com mcaballero@kslaw.com sgmills@kslaw.com

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Representative Matters
Represented Arcapita Bank B.S.C.(c), a leading Bahrain-based investment firm, in the $100 million acquisition of a majority position in Houston-based Falcon Gas Storage Company, Inc. Represented Rabaska Limited Partnership, a Quebec limited partnership, in connection with terminal use arrangements and procurement and construction issues related to its proposed LNG receiving terminal at Beaumont/Levy in Quebec, Canada. Represented Freeport LNG, Cheniere Energy, Calhoun LNG, Gulf Energy LNG and several other developers for the Federal Energy Regulatory Commission (FERC) applications and LNG matters in relation to proposed onshore and offshore terminals in the Gulf of Mexico and Atlantic Ocean, including terminal use agreements and construction contracts. Represented Haddington Ventures LLC, a private equity fund with investments in the midstream energy sector, in the $122 million disposition of its interest in Lodi Holdings LLC, which owns a gas storage facility in California. Represented a large European oil and gas company in its proposed acquisition of oil and gas properties in the Gulf of Mexico, a transaction valued in excess of $1 billion. Represented Eos Partners in its investment in a renewable energy company which is one of the largest ethanol producers in the U.S., and a leader in the growing ethanol industry. Represented a developer in a proposed $150 million natural gas storage facility and related pipeline to facilitate a 12 Bcf salt cavern in the Gulf Coast area. Represented Hyperion Energy in proposed enhanced recovery projects in the Middle East and North Africa, including analyzing applicable cross-border unitization issues. Represented Woodside Energy in the drafting and negotiation of agreements for a North American West Coast offshore LNG terminal and LNG shipping issues. Represented an international company in the drafting and negotiation of EPC contracts for the design and construction of a polyethelene plant in Oman. Represented PT Medco Energi Internasional Tbk, the largest Indonesian oil and gas exploration and development company, in the disposition of oil and gas assets in Texas. Represented Arawak Energy Corporation in the $50 million refinancing of loans relating to various Russian oil fields. Represented Freeport LNG in the negotiation of a long-term lease for the construction and use of a salt dome storage facility in Texas.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Represented Coral Energy Holding in ongoing transactions as gas exchanger and balancer to Texas Municipal Gas Corp. in connection with TMGC's tax-advantaged sales of natural gas to various Texas municipalities. Represented a global energy company in the drafting and negotiation of an EPC contract for the supply of the topsides, hull and moorings for a multibillion-dollar tension leg platform oil production facility in the Gulf of Mexico. Represented Organic Fuels, LLC in the development, construction and operation of a 30 million gallon per year biodiesel refinery and export facility located at Galena Park, Texas. Represented Endesa Chile in the proposed importation of LNG and development of an LNG import terminal facility. Represented BP in connection with its ownership interest in the multibillion-dollar Caspian Pipeline Consortium oil pipeline from the Tengiz oil field in Kazakhstan to a Russian Black Sea port. This included advising on shareholder issues, finance issues, pipeline capacity issues and issues related to the proposed expansion of the pipeline. Represented Gas Natural SDG, S.A. with LNG procurement and resale, and tolling arrangements relating to the importation and sale of LNG in Puerto Rico. Represented Crystal Energy LLC in the development of an offshore LNG receiving and regasification terminal and associated natural gas send-out facilities located approximately 13 miles off the Ventura County coastline in southern California. Represented BP in a multibillion-dollar joint venture with LUKOIL called "LUKARCO." Represented Torp Technology in connection with a filing under the Deepwater Port Act for a proposed LNG terminal offshore Alabama. Represented Shell North America LNG in various aspects of its business, including advice on issues related to North American LNG importing arrangements. Represented a U.S. oil company in the acquisition of an interest in hydrocarbon concessions in Nicaragua. Represented El Paso Corporation in a proposed open season for the Seafarer Gas Pipeline Project, intended to transport natural gas from an LNG receiving terminal in the Bahamas to the East Coast of Florida. Represented Delta Oil Company in the acquisition of shares in an Irish energy company, including representation in the public flotation on the U.K.'s Alternative Investment Market. Represented ConocoPhillips in the negotiation of transportation aspects of an LNG sales contract for the sale and transportation of LNG from Qatar to the U.S.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Represented BP with respect to its ownership interest in TengizChevroil (a Kazakh joint venture with Chevron, ExxonMobil, LUKARCO and KazMunaiGas), including advising BP on the US$4.4 billion financing of the Tengiz oil field expansions. Represented Shell North America LNG in AES v. Florida Gas Transmission Company, a FERC proceeding concerning the adoption of uniform tariffs for the introduction of regasified foreign LNG into Florida's natural gas pipeline system. Represented Northern Star Natural Gas LLC in the development of an LNG receiving and regasification terminal located in Oregon and associated natural gas send-out facilities extending into Washington. Represented Vitol Holdings, BV in its acquisition of production acreage offshore the Philippines, including drafting and finalizing a shareholders' agreement, a joint operating agreement and a cross-block operating agreement. Represented an affiliate of Shell Oil Company in the acquisition and reflagging of an ice-class mobile offshore drilling vessel. Represented Vitol Holdings, BV in the sale to Arawak Energy Corp of its 50% shareholding interest in a company which owns various Russian oil fields. Represented the Goodman family in an investment in an oil and gas exploration, development and production company. Represented Vitol Holdings, BV in its application for exploration acreage offshore Ghana, including advising and finalizing the relevant petroleum agreement with the Ghana National Petroleum Corporation. Represented Sundown Energy in the negotiation, award, and subsequent abdication by the Ecuadorean government of two production sharing contracts in the Guayaquil region of Ecuador. Represented an Argentine company in joint operating agreement matters related to a gas field in Peru. Represented various LNG projects in connection with port liability agreements and related vessel insurance issues. Represented Shell Trading, as seller, in the negotiation of a natural gas sales agreement with Calpine. Represented Lewis Energy Group in the negotiation of agreements for the sale, transportation and processing of natural gas. Represented a seller/transporter of compressed natural gas (CNG) in connection with contractual arrangements for proposed long-term CNG supply to a southern hemisphere buyer.

King & Spalding LLP

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Energy Industries Practice - Oil and Gas

Represented The Dow Chemical Company in connection with purchases of LNG for importation into the U.S. Represented a developer in the negotiation of a FEED contract for the design and construction of an LNG receiving terminal in Texas. Represented a Colombian oil company in the sale of a working interest and operating rights in a Colombian gas field to a U.S. company. Represented Inverlink, a leading Colombian investment banking firm, in its proposed acquisition of a gas transportation company in Colombia.

King & Spalding LLP

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