12164bracewell

Climate Change and Other Environmental Challenges

Firm Locations

With greater public focus on climate change, more stringent environmental regulations, lawsuits by environmental activists, and heightened scrutiny of the environmental aspects of financial disclosures, companies must have a careful and intelligent strategy for managing environmental issues. Bracewell is uniquely positioned with the skill and experience necessary to advise senior corporate leadership on climate change and other major environmental issues. Our Environmental Strategies Group provides government relations advocacy, strategic media advice, and counseling on virtually all environmental issues related to the energy sector, including climate change, air quality, permitting and the trading of emission reduction credits. Our team includes former senior officials with the U.S. Environmental Protection Agency, a noteworthy team of corporate advisors on board-level environmental issues, wellknown media commentators, and seasoned white-collar defense specialists. We provide both regulatory and policy experience with extensive knowledge of risk management in development projects, strategic business acquisitions, divestitures and disclosures. Our attorneys help companies to understand the potential impact of climate change and other environmental regulations on operations, cost structures and growth plans. They also assist clients in identifying potential carbon credits and allowances; assign responsibility, liability and ownership of CO2 emissions, capture and sequestration; and develop effective emissions-trading programs. We represent a wide-range of energy companies in enforcement actions, information requests and other preludes to litigation. When litigation or enforcement proceedings do occur, our trial and white collar criminal defense attorneys possess the skills and experience necessary to defend a client in the face of a criminal, quasi-criminal or regulatory investigation or prosecution, including enforcement actions conducted by the Department of Justice, the Securities and Exchange Commission, a U.S. Attorney’s office, or a state District Attorney or Attorney General.

Selected Recent Highlights: A coalition of major power, railroad, and industrial companies in developing and implementing government relations and media strategy to advance effective climate change solutions (ongoing)

Houston 711 Louisiana Street Suite 2300 Houston, Texas 77002-2770 T: +1.713.223.2300 F: +1.713.221.1212

Dallas 1445 Ross Avenue Suite 3800 Dallas, Texas 75202-2711 T: +1.214.468.3800 F: +1.214.468.3888

Washington, D.C. 2000 K Street NW Suite 500 Washington, D.C. 20006-1872 T: +1.202.828.5800 F: +1.202.223.1225

San Antonio 800 One Alamo Center 106 S. St. Mary’s Street San Antonio, Texas 78205-3603 T: +1.210.226.1166 F: +1.210.226.1133

Austin 111 Congress Avenue Suite 2300 Austin, Texas 78701-4061 T: +1.512.472.7800 F: +1.512.472.9123

New York 1177 Avenue of the Americas 19th Floor New York, New York 10036-2714 T: +1.212.508.6100 F: +1.212.508.6101

Sithe Global Power in addressing a wide range of environmental and permitting issues related to the development of a 1500 MW coal-fired power plant on Navajo Nation lands and a 750 MW coal-fired power plant in Southern Nevada. Issues include climate change, the Clean Air Act, the Endangered Species Act, and the National Environmental Policy Act (NEPA) (ongoing)

Dubai Pearl Building Suite 1301 P.O. Box 6750 Dubai, United Arab Emirates T: +9714.228.3194 F: +9714.222.7250 Kazakhstan 57 Amangeldy Street 050012 Almaty, Kazakhstan T: +727.258.14.00 F: +727.258.14.44 Astana T: +7.172.580.349 F: +7.172.580.574 London 15 Old Bailey London EC4M 7EF England T: +44.20.3159.4220 F: +44.20.3159.4221

Connecticut 225 Asylum Street Suite 2600 Hartford, Connecticut 06103-1534 T: +1.860.947.9000 F: +1.860.246.3201

Mirant Corporation on legal, strategic, and government relations activities related to the repermitting of a coal-fired power plant in Alexandria, Virginia and efforts by the city council and a member of Congress to require the shut down of the plant (ongoing) Southern Company on a legal and advocacy effort to secure regulatory reforms related to various requirements under the Clean Air Act and related litigation (ongoing) Edison Electric Institute (EEI) in legal and advocacy activities related to efforts by the federal Agency for Toxic Substances and Disease Registry (ATSDR) to target coal-fired power plants based on unregulated short-term concentrations of certain emissions (ongoing) Dynegy in responding to a subpoena from the New York Attorney General regarding the adequacy of public disclosure of risks related to climate change and future climate change regulations (ongoing) FPL Energy in developing and implementing a public outreach and legal strategy for the development of a major new coal-fired power plant in Florida (2007) For more information, please contact: Jeff Holmstead, Partner

Scott Segal, Partner

Timothy Wilkins, Partner

T: +1.202.828.5852

T: +1.202.828.5845

T: +1.512.542.2134

F: +1.202.857.4812

F: +1.202.857.2127

F: +1.512.479.3934

E: jeff.holmstead@bgllp.com

E: scott.segal@bgllp.com

E: timothy.wilkins@bgllp.com

Bracewell & Giuliani LLP is a prominent international law firm with more than 400 lawyers in Texas, New York, Washington, DC, Connecticut, Dubai, Kazakhstan and London. We serve Fortune 500 companies, major financial institutions, leading private investment funds, governmental entities and individuals concentrated in the energy and financial services sectors worldwide. bgllp.com

We Know Energy

Power Project Development, Project Finance and Acquisitions and Divestitures of Power Facilities Bracewell & Giuliani LLP has over 50 experienced transactional attorneys in Houston, New York, Washington, D.C. and Dallas dedicated to project development, project finance and acquisitions and divestitures of energy infrastructure. With a team of project, environmental, finance, regulatory and tax attorneys, we have assisted clients in their development of and transactions relating to power generation facilities and other energy infrastructure. We were recently recognized as being one of the top firms in the United States for project finance in energy infrastructure by Project Finance magazine.

Structured Derivatives and Complex Commodity Trading

Renewable Energy

Bracewell is one of the market leaders in working with hedge providers and counterparties for structured commodity transactions that involve gas and power. Our commodity trading team has developed some of the leading credit enhancements for trading activities including large scale credit sleeves. For example in 2007, we represented Merrill Lynch in a facility for Reliant Energy which earned Energy Risk magazine’s 2007 Structured Credit Deal of the Year, and in 2006, we represented Société Génerale in a facility for MX Energy, a U.S. natural gas marketer and supplier, which earned Energy Risk magazine’s Deal of the Year award. We also have been engaged on a number of project-secured hedging arrangements for energy projects with a wide variety of trading firms.

Bracewell has substantial capabilities in facilitating wind energy installations and transactions and assisting clients with other alternative renewable energy sources, including biomass, ethanol, geothermal, hydroelectric and solar. Our renewable energy team counsels clients in almost every aspect of the renewable energy market, including project development, project acquisition, construction and operation and maintenance agreements, tax planning and tax credits, financing, power sales and marketing agreements, international transactions, and legislative and administrative advocacy both at the federal and state level. Our clients include North America’s leading developers of wind power projects, the largest U.S. utility owner of renewable energy operations, one of the world’s major integrated energy multinationals, the world’s only publiclytraded company investing solely in renewable energy facilities, the leading wind industry association in the U.S., and other companies that provide equity, development expertise, equipment, financing and transmission for renewable energy projects.

Selected Recent Highlights: Lower Colorado River Authority in the joint ownership and development arrangements and related contracts for a new power project under development in Texas (ongoing) Sithe Global Power in a 1500 MW mine-mouth coal-fired power plant on the Navajo Nation lands in the Four Corners area of New Mexico currently under development and in a 750 MW coal-fired power plant in Southern Nevada (ongoing) Westinghouse Electric in contracts for supply and construction of new nuclear plants for major U.S. utilities (ongoing) Rockland Capital Corporation and GSO Capital in the acquisition of lessee interests in the Midland Cogeneration Project from CMS and El Paso and the restructuring of the lease and other project arrangements (ongoing) American Electric Power Company in the sale of seven inactive gas plants in Texas formerly owned

by West Texas Utilities Company (2008) Entergy in the acquisition of the 322 MW gas fired Calcasieu facility in Louisiana from Dynegy and the 789 MW gas fired Ouachita facility in Louisiana from Cogentrix (2007 - 2008) TXU in various aspects of the development of coal-fired generation facilities and the retrofit of existing coal generation plants (2007) SUEZ Energy North America in the acquisition of the 72 MW gas fired New Gulf facility in Texas from a private seller (2007) BTEC Turbines as EPC contractor for a 160 MW simple cycle power plant in Peru and related IFC and export credit financings (2006 - 2007)

Selected Recent Highlights: Lehman Brothers in a secured hedging facility for MidWest Gen (2008) Air Liquide, Calpine, Citigroup Energy, ENI Petroleum, Reliant Energy and Société Géneralé in the development and negotiation of company specific standard special provisions and amendments to ISDA, EEI, GISB and NAESB form agreements; the development and negotiation of physical gas and power annexes and credit support annexes to ISDA master agreements; and the preparation and negotiation of precedent agreement for service in proposed new natural gas storage projects (2007 - 2008) Citigroup Energy in a secured hedging facility for TXU Energy (2007) Bear Energy, Citigroup Energy and Constellation Energy in intercreditor and collateral trust arrangements for first lien financial creditors of and second lien hedge providers to NRG (2007) Constellation Energy in a full requirements electricity supply agreement with a retail electric cooperative tolling agreement with Power Resources, Ltd. (2007)

Selected Recent Highlights: Econergy International PLC and its affiliates in their investments in and development of two (25.2 MW and 17.85) wind farms in Brazil, two (19.8 MW and 20 MW) hydroelectric power plants in Brazil, a 25 MW hydroelectric power plant in Chile, a 49.5 MW wind farm in Costa Rica, a 3.8 MW hydro-electric facility in Peru and in their potential investment in and development of other ethanol refineries and bagasse, hydroelectric and wind turbine power plants in Argentina, Brazil, Chile, and Ecuador (ongoing) American Electric Power Company, Inc. in the successful negotiation of two renewable energy purchase agreements totaling 200 MW from a 750 MW wind farm under development in Indiana and in its 2008 renewable energy RFPs for over 500 MW of power purchases by four of its utility subsidiaries (ongoing)

Reliant Energy, Inc. in developing and executing a credit-enhanced structure and credit sleeve for the supply and hedging of its ERCOT and PJM retail electricity business, including ring-fencing of the retail business, trust structures to hold IT and IP assets and facilities for trading contract guaranties and working capital (2006 - 2007)

Ventus Energy, Inc. in understanding renewable portfolio standards, renewable energy credits and market rules in Northeast U.S. (ongoing)

Société Géneralé in a committed facility for MX Energy for secured natural gas hedging based on the value of the company’s wholesale and retail natural gas trading and distribution businesses (2006)

American Wind Energy Association and a number of its major developer members in building community support for numerous wind energy projects in the mid-Atlantic region

KGen Power in sales of peaker plants and gas turbines (2006)

Calpine in $260 million prepaid toll on a gas fired power plant with Merrill Lynch Commodities Inc. (2005)

For more information, please contact:

For more information, please contact:

Snowflake White Mountain Power in the development and financing of a 24MW biomass facility in Arizona and related companies in new project development opportunities (ongoing)

Geysir Green Energy in negotiations for equity participation in the development of a geothermal generator in the Geysers region of California For more information, please contact:

Alan Rafte, Partner

Nancy Wodka, Partner

Thomas Moore, Partner

Robin Miles, Partner

Chris Olive, Partner

Jessica Nolley

T: +1.713.221.1411

T: +1.202.828.5862

T: +1.713.221.1409

T: +1.212.508.6119

T: +1.214.758.1092

T: +1.713.221.1560

F: +1.713.221.2108

F: +1.202.857.2132

F: +1.713.221.2100

F: +1.212.938.3819

F: +1.214.758.8392

F: +1.713.437.5325

E: alan.rafte@bgllp.com

E: nancy.wodka@bgllp.com

E: thomas.moore@bgllp.com

E: robin.miles@bgllp.com

E: christopher.olive@bgllp.com

E: jessica.nolley@bgllp.com

Benjamin Israel, Partner

Kevin Ewing, Partner

Walter Keneally, Partner

T: +1.202.828.5817

T: +1.202.828.7638

T: +1.713.221.1423

F: +1.202.857.2158

F: +1.202.857.2108

F: +1.713.222.3218

E: benjamin.israel@bgllp.com

E: kevin.ewing@bgllp.com

E: walter.keneally@bgllp.com