Description of C&T Law Practice

ENERGY PROJECTS

March 2008

See the Description of C&T Law Practice for a general summary of this firm’s experience.

E&P Projects

C&T has acted for oil companies in the submission and processing of applications for petroleum concessions, implementation of exploration programs, and drafting and negotiation of joint venture and financing agreements for petroleum development and production projects. Clients have included Adani Energy, Alberta Energy, Anschutz, Chevron, FINA, GFI Oil & Gas, Harrods Energy, Northern Gulf Oil, Pearl Oil, Phillips Petroleum, Resourceful Petroleum, Tatex and others.

C&T acted for PTT in connection with its JDA gas purchase, pipeline and separation plant project in a joint venture with Petronas, and currently for the project company, TTM (Thailand) on the Trans Thai-Malaysian Pipeline Project.

C&T acted as special counsel to PTT Exploration & Production in its joint development project with Petronas Carigali in the Malaysia-Thailand Joint Development Area (Blocks B-17 and C-19), in negotiation of JOA’s with TOTAL and ESSO, and in financing its participation in development of the Bongkot Field and in other projects.

C&T publishes papers on Thai petroleum legislation and is a member of the Petroleum Institute of Thailand.

C&T was a member of Chulalongkorn Law Faculty's team advising the Ministry of Energy re 2003/4 energy law reform program, together with Boston Consulting Group. C&T was a member of Chulalongkorn Law Faculty's team advising the Department of Mineral Fuels re petroleum legislation reform, and team advising Ministry of Energy re proposed legislation on energy conservation and alternative fuel.

C&T has participated in special energy sector studies in Thailand, and has performed mineral law and policy services for international agencies in Nepal, Philippines and Vietnam. Since 1981, C&T has acted for the government of Nepal’s Petroleum Exploration Promotion Project.

C&T organized AIPN’s first function in Bangkok on 15 May 2007, and is a member of the organizing committee for the 2009 AIPN International Conference in Bangkok.

Power Projects

C&T has represented project owners, sponsors and lenders in EGAT’s IPP and SPP programs in Thailand, and lenders in hydro-power projects in Lao PDR.

Our experience in the power sector includes the following (ongoing work marked in bold):

Thai IPPs

Thai counsel to Bidders in 2007 IPP Solicitation, and Thai counsel to lenders to Gecho One in current IPP project financing.

Thai counsel to lenders (with Shearman & Sterling) to Ratchaburi Power IPP project (closing 1 March 2006).

Thai counsel to lenders (with L&W and A&O) to BLCP Power’s IPP project (fifth IPP to achieve financial close) (closings 14 August 2003, 4 February 2004, 30 March 2004).

Thai counsel to the lenders in 2005 refinancing of Glow IPP (formerly, Bowin) (fourth IPP to achieve financial close).

Thai counsel to the lenders (with L&W) to Eastern Power and Electric Co. Ltd. (third IPP to achieve financial close), 2000 and 2004 refinancing.

Thai counsel to the lenders (with L&W) to Tri Energy Co. Ltd. (second IPP to achieve financial close), 1998, and 2005 refinancing.

Thai counsel to the lenders (with Linklaters) to Independent Power (Thailand) Co. Ltd. (first IPP to achieve financial close, 1997).

Representation of Edison Mission Energy in its successful bid for a PPA under EGAT’s IPP program, and Gulf Power Generation (Bo Nok) in project development (first phase).

Other Thai power projects

	Lead counsel to lenders to SIPCO’s 160 MW CCGT SPP project (closing scheduled May 2008).
	Thai counsel to SPP project owners and sponsors, including Sime LCP Power, Sahacogen, Rojana, Alpha Power, National Power Supply, TLP Cogeneration, among others. During 1995-1996, counsel to Sithe Energies on several SPP projects, including Laem Chabang Cogeneration, Samutprakarn Cogeneration and Siam Steam & Power. 2001 and 2002 refinancings of Sahacogen and Rojana Power.
	Representation of National Petrochemical Pcl in connection with its olefins project, including its co-generation unit in the late 1980’s, prior to liberalization of the power sector.
	Thai counsel to lender to Kampot Power Plant in Cambodia (closing February 2007).
	Counsel to Thai banks in refinancing of Amata-EGCO Power Limited and Amata Power (Bangprakong) Limited (closing 25 January 2007).
	Thai counsel to EEA Fund (Trading Emissions Plc) re alternative energy investments in Thailand.
	Lead counsel to sponsors of Seema Energy’s integrated reforestation and 90 MW renewable energy project in Nakhon Ratchasima Province.
	Lead counsel to the lenders to Ratchaburi Electricity Generating Co., Ltd., in financing the Baht 44 billion acquisition of the Ratchaburi power plant from EGAT (closings 31 October 2000, 18 April 2002, and 1 November 2002), and 2005 refinancing.
	Lead counsel to Thai banks in financing A.T. Biopower’s rice husk-fired power plants, (closing 23 April 2004).
	Short-term advisory services to EGAT in 1994 on the terms and conditions of its IPP program.
	Lead counsel to the lenders to Thai National Power for 2001 refinancing.
	Lead counsel to the lenders to Industrial Power for 2001 refinancing.
	Lead counsel to the lenders to COCO III for 2001 refinancing of offshore loan.
	Thai counsel to the lenders to REGCO, in the 1994 acquisition of the Rayong power plant from EGAT.
	Thai counsel to the lenders to KEGCO, in the 1996 acquisition of the Khanom power plant from EGAT.
	Thai counsel to the lenders to various SPP projects, including Amata-EGCO, SIPCO, Alpha Power, Gulf Electric, Coco I, Coco II, Coco III, Nongkhae Cogeneration, Industrial Power, National Power Supply, Thai National Power, among others.
	Thai counsel to Edison Mission Energy and PowerGen in the proposed acquisition of interests in SPP projects.
	Counsel to PTT Exploration and Development pcl in the acquisition of a 26% equity interest in Thai Oil Power Co. Ltd.
	Member of Chulalongkorn Law Faculty advisory team to Ministry of Energy re energy law reform (together with Boston Consulting Group, and re petroleum law reform (together with Gaffney Cline & Associates).

C&T has experience with the regulatory permits, licenses and approvals applicable to power projects in Thailand, and related project documents and security, land ownership, rights-of-way, corporate, securities, environmental, public hearing and other Thai law issues.

C&T monitors the progress of privatization of the power sector, including plans of EGAT, PTT and EPPO, and developments under the Capital of State Enterprises Act (“Corporatization Act”), B.E. 2542, under which PTT was converted to a public limited company on 1 October 2001, and EGAT was converted to a public limited company on 24 June 2005 (and reverted to a statutory corporation in March 2006).

Lao power projects

	Thai counsel to lenders to Hongsa Power Project, 1,878 MW lignite fired power project in Hongsa District, Lao PDR.
	Lead counsel to lenders to Nam Ngum 2 hydropower project in Lao PDR. (closing 30 June 2006).
	Thai counsel to lenders to Nam Theun 2 hydropower project in Lao PDR (closing 3 May 2005).
	Lead counsel to Thai banks in financing of Houay Ho Power Co. Ltd. (Lao hydropower project) (closing 23 December 2002), repricing 2007.
	Thai counsel to lenders to Theun Hinboun project in Lao PDR (closing 1996) (first Lao power project to achieve financial close), and Thai counsel to the borrower in the 2002 refinancing (closing in April 2002) and current expansion financing.

LNG Projects

C&T represented Thai LNG Power Corp. Ltd. from 1995 to 2001. This company had been registered by PTT to undertake an LNG terminal project in Map Ta Phud Industrial Estate, Rayong Province, Thailand. The project was suspended due to the financial crisis.

C&T and Ashurst currently represent PTT in its LNG Procurement Project.

Petrochemical and Refinery Projects

C&T has represented project owners, sponsors and lenders in downstream projects in Thailand.

C&T acted for PTT advising on the merger of listed affiliates Rayong Refinery and Aromatics Thailand.

C&T acts for Solvay on its major hydrogen peroxide expansion project.

C&T has acted for project owners and sponsors in the following projects:

	National Petrochemical (NPC-1 Olefins plant and expansion)
	Peroxythai (Hydrogen peroxide plant)
	Thai Lube Base (lube base oil project)
	Vinythai (PVC plant and 2001 refinancing)
	The Aromatics (Thailand (petrochemical plant)
	BSTE and BST (petrochemical plants)
	Mitsubishi Oil company (paraxylene plant)
	2005 merger of NPC and TOC

C&T has acted for lenders in the following projects:

	Rayong Refinery 2005 financing
	Bangchak refinery 2006 expansion financing
	Star Petroleum (oil refinery)(1999 “alliance” with Rayong Refinery)
	Tuntex Petrochemicals (2002 refinancing of PTA and power plant)
	The Aromatics (Thailand) 2001 and 2002 partial refinancings
	Thai Caprolactum
	Thai Petroleum Pipeline (“Thappline”)
	Thai Paraxylene 2006 refinancing

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