Holland & Knight Mexico Practice - Energy by Holland & Knight

Energy The Holland & Knight Energy Team in the Mexico City office represents companies from the energy, oil and gas, and infrastructure sectors, including participants from the local industry, as well as state entities. Our team attends to all of the legal aspects that concern our clients, including public contracts, project financing, mergers and acquisitions (M&A), corporate reorganization and financial restructuring, as well as regulatory and environmental issues related to the energy sector. The Energy Team in Mexico includes the former legal director of the Federal Electricity Commission (CFE) and the former legal deputy director; former lawyers of Pemex; and professionals that are highly knowledgeable in the regulatory and financial aspects of energy projects, with an emphasis on cross-border transactions within the energy market. We have one of the most active energy practices in the Mexican market. Our attorneys have extensive experience in infrastructure projects and oil and gas, and represent investors and financial and government entities in both practices. Additionally, our energy group is complemented by our corporate practices, financial and labor services, which have allowed us to participate in significant energy and financing projects in the energy sector. As part of our experience with the Mexican government, lawyers of the firm have participated in the drafting of bidding rules for the NorthNorthwest gas pipeline project, providing advice to a transnational company with regard to the construction of a gas pipeline expansion in the Yucatan Peninsula, and the development of a construction project for a cross-border gas pipeline. Thus, we are one of the few firms that have comprehensive experience in energy issues, with a vast knowledge of the market from its different perspectives â&#x20AC;&#x201C; regulatory and private-public perspectives, representing developing companies and financial entities. Our experience includes key legal services such as advanced planning and definition of operational strategies to ensure the timely development of the project, as well as regulatory compliance, audit reviews, implementation of mergers and acquisitions through the strategic analysis of the interests of our clients and verification of assets, previous environmental reviews, within and during the environmental licensing and permitting processes. Additionally, we handle cross-border transactions related to energy, from initial structure to execution. Our understanding of cultural differences and our multilingual capabilities enables us to play a key role in moving a case through the international process. We are committed to providing superior client service and employ a practical, real-world approach to all matters to achieve our clients' short- and long-term goals.

Holland & Knight's Mexico Practice team has extensive experience and practical knowledge on energy projects, sector-wide, accumulating more than 100 years of aggregated experience. We have extensive experience in the following areas:  Oil and gas  Electricity (conventional and renewable)  Liquefied natural gas (LNG) and liquefied petroleum gas (LPG)  Biofuels  Government procurement  Public bids and contracts  Permits and authorizations  Antitrust proceedings  Project finance  Power generation

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Mergers and acquisitions (M&A) Operations and maintenance (O&M) Structured finance Real estate and agrarian land Regulation Transmission and distribution Ducts Exploration and production Distribution, import and export of energy Environmental and social impact Tenders and permit

LEADING ROLE IN THE MEXICAN ENERGY INDUSTRY With decades of experience in the Latin America region, our Mexico Energy Practice has a keen understanding of the energy sector and represent all types of companies in the oil and gas, mining and electric sectors, including local industry participants and state-owned entities. The Holland & Knight Energy Team in Mexico has participated in more than 500 energy matters across several sectors, providing us with first-hand knowledge of all aspects of the Mexican energy industry. Our attorneys have substantial experience in a wide variety of Mexican business areas, which is enhanced by our established working relationships with leaders in Mexico's major business and government sectors. Our Mexico Energy Practice collaborates dynamically with our Corporate Services and Financial Services practices, which enables us to participate in a wide range of significant energy projects, including public contracts and government procurement, project finance, mergers and acquisitions, corporate reorganization, financial restructurings, and regulatory and environmental matters related to the energy sector. Altogether it positions us to address client goals with full-service representation and value-added services, as shown by the selected representative transactions below.

REPRESENTATIVE EXPERIENCE Oil and Gas  Represented CFE (Mexican state company) before the Peruvian Ministry of Energy in the negotiation for the implementation of Manzanillo LNG port project, including terms and conditions for the import of LNG coming from the Camisea Basin to Manzanillo Port  Represented Mexican state oil company Pemex in Peru for an onshore project located at Carpias/Zorritos, Peru  Advised on public bid processes related to all of the gas pipelines in the northern part of Mexico, which were awarded by CFE in 2012  Advised on the merger among big oilfield services and equipment companies  Advised on the sale of government participation in major transport systems for natural gas and liquefied petroleum gas  Advised on the sale of government participation in nationwide transport systems for natural gas  Advised Pemex Gas y Petroquímica Básica and its subsidiary in the U.S. in the negotiation of a natural gas transmission services agreement of a cross-border gas pipeline between Mexico and Texas  Advised several bidders on the Rounds 1 and 2 bidding processes called by the National Hydrocarbon Commission  Burgos Drilling Project. Representation of Grupo ICA in the structuring, negotiation, and execution of a joint venture agreement in connection with the submission of a bid for an oil drilling agreement with Pemex in the North of Mexico  Designed and implemented regulations related to the up, mid and downstream of oil and gas operations  Designed of oil and gas agreements for the Mexican oil industry

 Geothermal Project. Legal advice to the board members upon the convenience of invest in potential geothermal projects to be developed in Latin America  Main legal counsel for all environmental and social impact issues regarding the construction and operation of Transoceanico Natural Gas and LP Gas Pipeline  Main legal counsel for environmental compliance for the constructors of the Los Ramones Phase One Natural Gas Pipeline  Participated in assets acquisition for companies in the midstream market of petroleum products  Participated in the design of the legal strategy for the incorporation of new sources of natural gas to supply Mexican public entities  Participated in the negotiation of new terms and conditions for a long-term services agreement (20 years) regarding natural gas supply for Northwestern Mexican territory  Participation in designing a series of tenders for oil rounds and natural gas systems  Participation in the tender authorization for liquefied natural gas (LNG) terminal at the state-run port  Represent Mayakan Pipeline, the sponsor of an extension of a 75 km pipeline in Mexico  Representation in all type of financings to participants in the electric sector  Representation of a major energy trader for the acquisition of midstream assets  Representation of a natural gas trader in the drafting and negotiation of natural gas supply agreements with industrial parks  Representation of a variety of clients on the granting of commercialization permits for natural gas, oil, liquefied petroleum gas, petrochemicals and liquids  Representation of diverse participants in the oil and gas sector in all type of regulatory and financing aspects  Representation of tenders for exclusive permits of natural gas distribution  Representation of the North American Development Bank (NADB) in a financing to the sponsor of a 54 MW wind project in Tamaulipas, Mexico  Represented a developer for the extension of natural gas pipelines located in Yucatán  Represented a natural gas trader for drafting and negotiating of purchase sale agreements  Represented a variety of bidders in the authorization of assignment and prequalification requirements on the tenders for oil rounds contracts  Represented a wide range of international entities at public bid contests and agreements related to oil and gas infrastructure  Represented Bank of America, as administrative agent, letter of credit issuer and a lender in a US$50 million syndicated credit facility, including an Export-Import Bank-guaranteed revolving credit facility, to finance the export by Texas-based Drillmec Inc. of three land oil drilling rigs to Pemex Exploración y Producción (Pemex) in Mexico  Represented oil and gas companies in a wide range of disputes and negotiations regarding infrastructure and public contracts  Represented oil, gas and electricity state-owned companies in a wide range of disputes and negotiations regarding infrastructure, public contracts and energy matters  Represented participants of the auctions of the Wholesale Power Market with 18 projects and a total installed capacity of 750 MW, representing more than 10 percent of the final prequalified bidders

 Represented several governments of Mexican states, including Aguascalientes and Chiapas, in the reform to their legal frame to be in a position of implementing projects under the PPS model at a state and municipal level  Represented the antitrust agency in proceedings related to, crude oil, LPG, natural gas, services companies, before private investors, operators and other government agencies and ministries  Represented the Mexican government in the constitutional challenges resulting from the 2008 and 2013 energy reforms  Thermoelectric Project. Assisted a sponsor of a 985 MW project in all regulatory matters related thereto as the negotiation of the first purchase power agreement (PPA) under the current regulation with CFE-Calificados

Power, Renewable and Natural Resources Projects  Represented an equity fund in their investments in Peru for the development of four hydroelectric plants  Advised a sponsor in all legal matters involving the development, financing and sale of a 80megawatt (MW) solar power project in the Mexican state of Sonora  Advised a sponsor on all regulatory matters and financing for the development and construction of Mexico's second utility-scale solar park with private offtakers  Advised in the financing and legal matters related to a 1-gigawatt (GW) wind farm to be developed in the Mexican state of Tamaulipas  Advised private companies and Mexican antitrust agency in a variety of competition law proceedings related to the energy market  Advising a company in the financing and development of Mexico's second utility-scale solar park with private offtakers  Representing the North American Development Bank (NADB) in the financing of a biomass project in the city of Monterrey  Counseling a global renewable developer in relation to acquiring real estate rights, private and agrarian land, for developing solar plants across Mexico  Counseling a global renewable developer in relation to disputes and controversies over a variety of project contracts  Counseling a major energy developer in all legal matters involving the development, financing and sale of a 80-megawatt (MW) solar power project in the Mexican state of Sonora  Counseling a variety of developers and power companies in migration of grandfathered projects to the new power law  Counseling a variety of developers and power companies in participating in auctions for the wholesale electricity market (Mercado Eléctrico Mayorista) called by Centro Nacional de Control de Energía (CENACE)  Counseling energy traders for requesting permits and registrations to operate at the wholesale electricity market (Mercado Eléctrico Mayorista)  Draft and negotiation of purchase power agreements under new Electricity Law  General and regulatory advice to a potential arbitration controversy on a renewable plant related to engineering services during project execution  Represented the developer of a hybrid in a solar farm and a thermoelectric project of 70 MW

 Legal and regulatory advice for generation projects selling capacity to offtakers (private and municipalities)  Representation in all type of financings to participants in solar, wind and waste-to-energy sectors  Representation in all type of financings to participants in the electric sector  Representation in an arbitration proceeding related to a landmark renewable generation project  Representation in an arbitration proceeding related to the execution of a government contract for the construction of natural gas ducts  Representation in an investment arbitration proceeding related to the termination of a government contract for an off-shore platform project  Representation of a number of electricity suppliers for filing and obtaining the permits, registrations and authorization for operating in the Wholesale Power Market  Representation of power generation projects before CENACE for solving legal issues related to interconnection process to the grid  Represented a major bank as offtaker for the drafting and negotiation of long-term purchase power agreements (PPA) for an aggregate amount of 11 GWh  Represented a major commercial offtaker in regulatory and commercial analysis of executed purchase power agreements according to the changes to the new Electricity Law  Represented a major industrial offtaker to draft and negotiate a purchase power agreement  Represented a major renewable energy developer for the drafting and due diligence of acquisition of real estate rights for greenfield projects of solar and wind plants.  Represented a sponsor on the development and financing of a 360 MW combined-cycle power plant in Mexico  Represented big industrial offtaker for the drafting and negotiation of long-term PPA for an aggregate amount of 300 GWh  Represented big services offtaker for negotiation and regulatory analysis of long-term PPA for an aggregate amount of 1,800 GWh  Represented diverse producers, qualified suppliers and qualified users in the negotiation of PPA  Represented diverse sponsors on all regulatory, contractual (EPC, O&M, Asset Management, Supply agreements) and financing of their projects for an installed capacity over 2.1 GW  Represented participants of the auctions of the Wholesale Power Market called by Centro Nacional de Control de Energía (CENACE) with 18 projects and a total installed capacity of 750 MW, representing more than 10 percent of the final prequalified bidders  Represented power entities and offtakers in a wide range of PPAs under grandfathered regime and new power law  Representing a qualified supplier in the financing and development of a 360 MW combined-cycle power plant in Mexico  Representing sponsor of a solar project of 20 MW in Sonora; the offtaker of this project is the state of Sonora  Representing the developer of a solar project of 22 MW in Zacatecas  Representing the developer of a solar project of 30 MW in Chihuahua  Representing the developer of a solar project of 50 MW in Sonora  Assisted a sponsor of a 985 MW project in all regulatory matters related to the negotiation of the first PPA under the current regulation with CFE-Calificados

 Representation in the negotiation of construction contracts for the development of waste water treatment infrastructure and systems for the interconnection of water treatment plants with the State of Chiapas water system  Representation of the sponsor of a 200 MW wind farm in Mexico  Representation of the sponsor of a 400 MW wind farm in Mexico (the largest in Latin America)

Finance  Advised a lending bank in a loan agreement in the amount of MX$2 billion to a listed company for the prepayment of certain international notes and the company growth plans  Advised a lending bank in the restructuring of a US$310 million loan to a private entity for a gas project in Mexico and with the value-added tax loan agreement for the project  Advised a Mexican infrastructure development bank in connection with its US$178 million loan agreement provided to a Mexican company for the financing of a public contract relating to loss reduction work with a total capacity of 309,493MVA of transformation and the construction of 870.17 Km-C line with a voltage of 23kV and removal, supply, and installation of 336,935 AMI meters; and with the value-added tax loan agreement for the project  Advised a Mexican infrastructure development bank in connection with a loan to be granted to a Mexican group for a wind project  Advised a state-owned entity (CFE) for the signing of a credit facility agreement in the amount of US$391 million  Advised foreign funds and banks acting as creditors in structuring packages for guarantees in securing credit agreements  Advised JBIC for the financing of the Altamira II project for the construction, operation, and maintenance of 495 MW combined cycle gas plants sponsored by EDFI and Mitsubishi in the amount of US$450 million (named the 2002 Latin American Energy Project by Project Finance Magazine)  Advised Oak Creek Energy Systems Inc., a California-based wind projects developer, in the development, project finance and sale of the first two construction-ready stages of its Tres Mesas Wind Project to funds managed by Goldman Sachs and Corporativo GBM  Advised of three sponsors on the financing of four renewable generations plants (wind and solar) with an installed capacity of 475 MW, with a component of private PPA and merchant risk.  Advised on the project finance of electricity projects in Mexico and Central America, including representation of Ispat Mexicana, S.A. de C.V. in a 1,000-megawatt project and a 750-megawatt project in Honduras for Pandas International; and most recently Gamesa Wind US, in a 1,750megawatt wind generating project in Baja California, Mexico  Implemented financing structures for mining projects among Canadian mining companies that have a presence in Mexico  Representation of NAES in connection with the project financing and in the negotiation and documentation of an operation and maintenance agreement related to the Tuxpan II power plant project  Represented a Middle East capital fund in the investment of a geothermal energy project with a capacity of 400 MW  Represented a bilateral agency and a Mexican bank in the US$100 million project financing of a wind project in northern Mexico

 Represented a bilateral agency in a biomass project financing  Represented a major solar developer in a solar energy project of approximately 62.5 MW, in favor of one of the winners of the first long-term electric power auction  Represented Buenavista Renewables, a Texas-based renewable energy developer, in a crossborder US$30 million refinancing of a solar park project located in Chihuahua, Mexico  Represented the consortium created with Mizuho Corporate Bank Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd, and the Japan Bank of International Cooperation in the public tender for a potential financing of US$ 375 million for the creation of a project company by Mitsubishi Corporation and Kyushu Electric Power Co. Inc., as sponsor, to take out the construction, ownership and operation of a combined cycle gas turbine plant and related facilities in El Encino, southwest of the city of Chihuahua in Mexico; the project represented an investment of approximately US$535 million, where the capital contributions of the sponsors would have added US$160 million

Antitrust on Energy  Antitrust design on several tenders for the granting of contracts for independent power producers selling energy to Comisión Federal de Electricidad (CFE)  Antitrust design on several tenders for the granting of exclusive distribution permits for natural gas in diverse zones of Mexico  Antitrust design on prequalification and award mechanism for tenders of Round 1.1, 1.2, 1.3 and 1.4 to grant the first oil contracts under the new Hydrocarbons Law  Antitrust regulatory clearance for several permits for duct transport of natural gas  Antitrust regulatory clearance Los Ramones project (natural gas duct) from the granting of the first permit of the system until the separation and sale to energy funds and private investors  Legal and regulatory analysis for clearing the antitrust and Secretaría de Comunicaciones y Transportes (SCT) approval on tender documents for a chemical fluids terminal at a Gulf of Mexico port  Legal and regulatory analysis for clearing the antitrust and SCT approval on tender documents for refined liquids and gas terminal at a Northwest Pacific port  Legal and regulatory analysis for clearing the antitrust and SCT approval on tender documents for an in-bound facility at a Southwest Pacific port  Legal and regulatory analysis for clearing the antitrust and SCT approval on tender documents for an oil shipyard workshop at a Southwest Pacific port  Legal and regulatory analysis for clearing the antitrust and SCT approval on tender documents for a fuels terminal at a Gulf of Mexico port  Legal and regulatory analysis for clearing the antitrust and Comisión Reguladora de Energía (CRE) approval of cross-property provisions to a state-owned company on transport and commercialization permits on ducts of wet, dry and condensed gas, and crude oil  Legal and regulatory analysis for clearing the antitrust and CRE approval of several cross-property provisions to a private company on transport, distribution and commercialization permits on natural gas and LPG ducts  Merger control for a number of mergers and/or acquisitions of shares, assets or control on a diverse energy projects

 Merger control for the acquisition of shares of a major oil and gas and electricity producer by a Middle East fund  Merger control for the acquisition of shares of a natural gas transport duct in the southeast of Mexico by an energy fund  Merger control for the acquisition of shares of an oil products transport duct in the Gulf of Mexico zone by a financial services corporation  Merger control for the acquisitions of shares and assets of a nationwide natural gas and LPG transport system by a major energy operator  Merger control for the merger of two major oil technology and equipment companies  Merger control for the merger of two major oilfield services companies