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    Energy Industries PracticeOil and Gas

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    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

    King & Spalding LLP - 2 -

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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 resourcetransactions 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 byLatin Lawyeras one of the leading Latin American practices

    focusing on M&A, project finance, trade and arbitration;

    named in 2002 byInternational Financial Law Review as Houston's most preeminent

    energy firm;

    ranked in 2002 by Petroleum Economistin the top 10 international law firms with the

    best knowledge of energy law and transactions in South America; and

    ranked in 2002 by Petroleum Economistin 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 & Spaldingfor 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 ofthe 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.

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    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 Qatarand 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 404.572.2755 or 713.751.3264 [email protected]

    John Hinchey 404.572.4922 [email protected]

    Ken Culotta 713.276.7374 [email protected]

    Ned Crady 713.751.3202 [email protected]

    Gene Ann Herrin 713.276.7307 [email protected]

    King & Spalding LLP - 6 -

    http://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5471mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5149mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=257mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8548mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8569mailto:[email protected]:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8569mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8548mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=257mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5149mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5471
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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 environmentalrisks 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 greenhousegas 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 andgas 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 202.626.2381 [email protected]

    Kathy Rhyne 202.626.3743 [email protected] Tisdale 404.572.4820 [email protected]

    Les Oakes 404.572.3314 [email protected]

    Jane Luxton 202.626.2627 [email protected]

    King & Spalding LLP - 8 -

    http://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5387mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=864mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=196mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=758mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5497mailto:[email protected]:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5497mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=758mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=196mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=864mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=5387
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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 ofinternational 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.

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    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 multi-

    billion 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 andnew 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 venturewith 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 productionactivities 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.

    Ajoint 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 +44.20.7551.7500 [email protected]

    Philip Weems 713.276.7373 [email protected]

    Ken Culotta 713.276.7374 [email protected]

    Jos Valera 713.276.7310 [email protected]

    King & Spalding LLP - 11 -

    http://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8330mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=256mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=257mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=284mailto:[email protected]:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=284mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=257mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=256mailto:[email protected]://www.kslaw.com/portal/server.pt?space=KSPublicRedirect&control=KSPublicRedirect&BioId=8330
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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 andgas 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, quasi-

    regulatory 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.

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    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 therelated $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 inthe 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 212.556.2140 [email protected]

    Jawad Ali +44.20.7551.7500 [email protected]

    King & Spalding LLP - 13 -

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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 insolvencylitigation. 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.

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    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, inan 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 [email protected]

    King & Spalding LLP - 15 -

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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 jointventures 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 ocean-

    going 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 andexchange 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 +44.20.7551.7500 [email protected]

    Randy Coley 713.751.3256 [email protected]

    Ken Culotta 713.276.7374 [email protected]

    Carlos Treistman 713.751.3274 [email protected]

    King & Spalding LLP - 17 -

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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.

    SeveralFortune 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 [email protected]

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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 numerousproceedings 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 back-

    to-back provisions in the charterparties) negotiation of construction contracts withshipyards.

    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 thePort of Freeport, Brazoria County, Texas, to accommodate larger LNG vessels.

    For additional information please contact:

    Philip Weems 713.276.7373 [email protected]

    Pete Musgrove 713.751.3243 [email protected]

    Michael Taylor 202.626.2385 [email protected]

    Brannon Robertson 713.751.3248 [email protected]

    Justin R. Boose 713.276.7397 [email protected]

    King & Spalding LLP - 22 -

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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 firmsEnergy 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 [email protected]

    King & Spalding LLP - 23 -

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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 implementedmerger, 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 land-

    related 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 +44.20.7551.7515 [email protected]

    Carlos Treistman 713.751.3274 [email protected]

    Tia Barancik 212.827.4081 [email protected]

    Susan Beck +44.20.7551.7500 [email protected]

    Bill Parish 713.276.7413 [email protected]

    King & Spalding LLP - 25 -

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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 andtransportation.

    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 theLNG Journal, the Petroleum Economistand 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, TotalFinaElfand

    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.

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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.

    TheDow 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 LNGimport 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.

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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 FarEast.

    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 ofmajor 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 713.276.7373 [email protected]

    Ken Culotta 713.276.7374 [email protected]

    Jos Valera 713.276.7310 [email protected]

    Ned Crady 713.751.3203 [email protected]

    Susan Beck +44.20.7551.7500 [email protected]

    Gene Ann Herrin 713.276.7307 [email protected]

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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 fullrange 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:

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    Energy Industries Practice - Oil and Gas

    Kevin Trautner 713.751.3273 [email protected]

    Randy Coley 713.751.3256 [email protected]

    Alexander Gendzier 212.556.2325 [email protected]

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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.

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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 713.276.7310 [email protected]

    Carlos Treistman 713.751.3274 [email protected]

    Bill Parish 713.276.7413 [email protected]

    King & Spalding LLP - 32 -

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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 oiland 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.

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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 coal-

    fired 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 713.276.7374 [email protected]

    Carlos Treistman 713.751.3274 [email protected] Kelley 404.572.3401 [email protected]

    Randy Coley 713.751.3256 [email protected]

    Susan Beck +44.20.7551.7500 [email protected]

    Tia Barancik 212.827.4081 [email protected]

    King & Spalding LLP - 34 -

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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 often-

    treacherous issues of public international law. Since a numberof 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 713.276.7374 [email protected]

    Joe Dorn 202.626.5445 [email protected]

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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 PracticeGroup 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 Atlantic-

    etrochemical project operations and

    in several petrochemical

    ish and

    with the divestiture of a

    k of

    any in connection with the divestiture of a

    .

    g of

    pment, financing ($200MM

    la.

    basin LNG project currently being developed.

    A U.S. chemical company in connection with pother joint venture relationships in Brazil and Venezuela.

    ExxonMobil in connection with its proposed participation

    projects related to the restructuring of the Saudi Arabian natural gas industry.

    Australia and New Zealand Banking Group Limited and certain of its Engl

    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

    petrochemical project in India to local management and related project matters.

    The lenders (Chase Investment Bank; Gulf International Bank; The Industrial Ban

    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 comp

    petrochemical project in Pakistan to local management and related project matters

    A leading petrochemical company in connection with the limited recourse financin

    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, develo

    OPIC; $135MM Ex-Im), and joint venture planning in connection with a $418MM

    extraction, fractionation, refrigeration, storage and injection facility in Jose, Venezue

    A major U.S. Oil company in the development of a US$600 million aromatics complex

    in Singapore.

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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 franchiseto design, finance

    (approx. US$200MM), build and operate the jet fuel supply system at Hong Kong'sChek 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 anoffshore (Gulf of Mexico) oil pipeline and expansion of its Texas refinery facilities.

    For additional information please contact:

    Gene Ann Herrin 713.276.7307 [email protected]

    Ken Culotta 713.276.7374 [email protected]

    Ned Crady 713.751.3203 [email protected]

    Dan Rogers 713.751.3204 [email protected]

    Sandra Hallmark 202.626.2912 [email protected]

    King & Spalding LLP - 37 -

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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

    regula