บร ษ ท ท ปร กษากฎหมายแชนด เล อร และทองเอก จ าก ด

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1 บร ษ ท ท ปร กษากฎหมายแชนด เล อร และทองเอก จ าก ด CHANDLER and THONG-EK LAW OFFICES LIMITED Bubhajit Building, 7th Floor Phone : (662) thru North Sathorn Road Fax G3 : (662) Bangkok 10500, Thailand Fax G4 : (662) chandler@ctlo.com Website: Description of CTLO s Law Practice: Energy and Natural Resources Projects 2 March 2016 Chandler & Thong-ek (CTLO) represents project owners, sponsors and lenders in a wide range of energy and natural resources transactions, both in Thailand and overseas. CTLO has consistently been rated as a Top Tier firm for energy and natural resources by leading legal directories. IFLR 2016 recognizes the firm as the National Firm of the Year (Thailand) 2016, Chambers Asia Pacific 2016 ranks the firm as Band I for Projects & Energy (Thailand), and quotes sources as saying, They ve always had that pre-eminent position in the energy sector. IFLR ranks the firm as Tier I for Energy & Infrastructure, and comments, It has built a robust reputation in the regional energy sector especially in Thailand, Laos and Myanmar. The Legal 500 Asia Pacific 2016 ranks the firm as Tier I for Projects and Energy, while Asian-Mena Counsel In-House Community, ranks CTLO as the Top Multiple Category Winner for a Domestic Firm in 2015, including top ranking for Energy & Natural Resources. They also award CTLO Most Responsive Domestic Law Firm in Highlights from our energy and natural resources transactions follow: 1. Thai IPPs Thai counsel to the Lenders on a USD 660 million project financing of Khanom Electricity Generating Co. Ltd (KEGCO) s 920 MW gas-fired power project. Closing December Thai counsel to the Bidders in 2007 and 2012 IPP Solicitations. Thai counsel to the Lenders (with Shearman & Sterling) to Ratchaburi Power IPP Project (seventh IPP to achieve financial close) Closing March Thai counsel to the Lenders (with L&W and A&O) to BLCP Power IPP Project (fifth IPP to achieve financial close). Lenders included ADB. Closings: August 2003, February 2004, March 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. IPP Project (third IPP to achieve financial close), 2000 and 2004 refinancing. Thai counsel to the Lenders (with L&W) to Tri-Energy Co. Ltd. IPP Project (second IPP to achieve financial close). Closing 1998, and 2005 refinancing. Thai counsel to the Lenders (with Linklaters) to Independent Power (Thailand) Co. Ltd. IPP Project (first IPP to achieve financial close). Closing Thai counsel to 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) _16.doc 1

2 2. Other Thai Power Projects Counsel to syndicated Lenders on financing to Bangpa-in Cogeneration (Phase II) for a second major gas-fired power plant. Closing in February Counsel to Tha Chang Bang Saphan Industry Group, Thailand s leading palm oil producer, on a joint venture development of the first, fully integrated palm oil complex in-country - Tha Chang Bang Saphan Palm Oil Complex. Closing in January Counsel to the Lender, Bangkok Bank on the USD million financing of the Siam Pure Rice (SPR) Project for development of a Small Power Producer (SPP), MW combined cycle cogeneration plant in Thailand, in which SPR is the borrower and the Sponsors are Singha and Asia Golden Rice. Closing in December Counsel to Nava Nakorn Electricity Generating Co., Ltd. (NNEG) on the financing of a gasfired combined-cycle power plant project in Ratchaburi, Thailand. Representation included structuring the EPC contract, drafting and advising on all other agreements, e.g. land utilization agreement, and working with Lenders, KASIKORN, Bank of Ayudyha, and TMB Bank and their counsel, on financing arrangements for the project. Closing May Lead counsel to the Lenders to SIPCO 160 MW CCGT SPP Project. Closing July Counsel to SPP Project Owners and Sponsors, including Sime LCP Power, Sahacogen, Rojana, Alpha Power, National Power Supply, TLP Cogeneration, among others. During , counsel to Sithe Energies on several SPP projects, including Laem Chabang Cogeneration, Samutprakarn Cogeneration and Siam Steam & Power and 2002 refinancings of Sahacogen and Rojana Power. 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. Counsel to National Petrochemical Public Co., Ltd. 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 the Lender to the Kampot Power Plant in Cambodia. Closing February Counsel to Thai banks in refinancing of Amata-EGCO Power Limited and Amata Power (Bangprakong) Limited. Closing January 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: October 2000, April 2002, and November 2002), and 2005 refinancing. Counsel 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 Khanom Electricity Generating Co., Ltd. (KEGCO), in the 1996 acquisition of the Khanom power plant from EGAT _16.doc 2

3 Thai counsel to Edison Mission Energy and PowerGen in the proposed acquisition of interests in SPP projects. Counsel to PTT Exploration and Development Public Co., Ltd. in the acquisition of a 26% equity interest in Thai Oil Power Co. Ltd. 3. Renewable Energy Counsel to the Lender, Krung Thai Bank, on project financing to A.T.C. Enviro Co., Ltd. for development of five very small solar power plants in Prachinburi, and Samutsakorn provinces, in Thailand. Closing in November Counsel to the Lender, The Siam Commercial Bank, on financing to Wind Energy Holding Co., Ltd. for financing of the Watabak Wind Farm Project, a 60 MW wind farm, Small Power Producer (SPP) project in Chaiyaphum Province, Thailand. Closing in October Thai counsel to the Lenders on a two-phased loan to refinance Alliance Clean Power s project financing for development of two biomass power plants in Thailand. Closing January Lead counsel to the Lender, Krung Thai Bank, for the project financing of solar plants for Thai Future Energy Company Limited. Closing October Counsel to SunEdison Energy India Pvt. Ltd. / MEMC Singapore Pte. Ltd. on the acquisition by MEMC of 5 solar power projects in Thailand with a total capacity of 78 MW. Thai counsel (with Ashurst) financing of NPP5A by Krung Thai Bank of biomass power plant and refinancing of steam plant. Closing October Lead counsel to the Lender in project financing to NPS PP9 by Krung Thai Bank of biomass power plant. Closing September Lead counsel to ADB and The Siam Commercial Bank in the financing of two VSPP solar projects of Bangchak Solar Energy. Closing April Thai counsel to the Lender in refinancing of Advance Asia Power Plant by TISCO of a renewable power plant. Closing July Lead counsel to the Lender in project financing of Gunkul PowerGen by The Siam Commercial Bank of solar power plants. Closings July and October Thai counsel to the Lenders in project financing of Advance Clean Power, by TISCO, of biomass power plants. Closing September Lead counsel to the Lender, Krung Thai Bank in the project financing of Universal Provider Co., Ltd. solar power plant. Closing October Thai counsel to the Lenders in project financing of Borploi Solar by Kasikorn Bank, and Industrial and Commercial Bank of China (Thai) of solar power plants. Closing November Thai counsel to Sindicatum Carbon Capital in the restructuring and refinancing of two waste gas VSPP s in Kamphaeng Saen, Nakhon Pathom Province. Signing April Lead counsel to Thai banks in project financing of two 103 MW wind power projects in Nakhon Ratchasima Province. Closing August Lead counsel to Thai banks in project financing of a wind power project in Phetchabun Province _16.doc 3

4 Thai counsel (with Ashurst) to ADB and Thai banks in financing of Bangchak Petroleum s 38 MW Solar Project in Ayudhya Province. Signed October Thai counsel to SunEdison, US multinational, in acquisition and development of solar projects. Acting for Borrower in project financing by KASIKORNBANK of four solar power plants. Thai counsel to Conergy Renewable Energy and Annex Power, the Engineering, Procurement and Construction ( EPC ) contractor for solar projects. Lead counsel to four Sponsors of wind power projects. Thai counsel to EEA Fund (Trading Emissions Plc) re: alternative energy investments in Thailand and due diligence reports. Lead counsel to Sahacogen for a biomass cogeneration plant at Lamphun Province (woodchip, corncob, rice husk). Lead counsel to the Sponsors of the Seema Energy integrated reforestation and 90 MW renewable energy project in Nakhon Ratchasima Province. Lead counsel to Thai banks in financing the A.T. Biopower rice husk-fired power plants. Thai counsel to SunGen International in EPC contracting for solar power projects. 4. Laos Power Projects Represented the Borrower on project financing of Lao, PDR hydroelectric power project by Krung Thai Bank. Signing June 2013; closing May Counsel to the Sponsors (PTT International, Hydro Engineering and POSCO Engineering & Construction) for the Nam Lik 1 hydropower project in Lao, PDR. Closing February Thai counsel (with L&W) to the Lenders (including Krung Thai Bank, Bank of Ayudhya, and Export-Import Bank Thailand) for the Xe-Pian Xe-Namnoy hydropower project in Lao PDR. Closing January Counsel to the Lenders, led by Bangkok Bank PCL, KASIKORNBANK, Krung Thai Bank, and The Siam Commercial Bank, for the Xayaburi 1,280 MW hydropower project in Lao, PDR. Closing April Thai counsel to Krung Thai Bank on project financing for the Tad Salen hydroelectric power project in Lao, PDR. Closing August Counsel to the Lenders led by Bangkok Bank PCL for the Hongsa lignite-fired 1,878 MW power project in Hongsa District, Lao, PDR. Closing October Thai counsel to the Lenders (including ADB) for the Nam Theun 2 hydropower project in Lao, PDR. Closing May 2005, COD March 2010). Lead counsel to the Lenders for the Nam Ngum 2 hydropower project in Lao, PDR. Closing June Lead counsel to Thai banks on financing for the Houay Ho Power Co. Ltd. hydropower project in Lao, PDR. Closing December 2002, re-pricing _16.doc 4

5 Theun Hinboun Thai counsel to the Lenders for this project in Lao, PDR. Closing (First Laos power project to achieve financial close); Thai counsel to the Borrower for the 2002 refinancing. Closing April 2002; and expansion financing, Closing October ADB is an Original Lender. 5. E&P Projects Represented 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 Alberta Energy, Anschutz, Chevron, Coastal Energy, FINA, Harrods Energy, Hess, MOECO, Northern Gulf Oil, Pearl Oil, Phillips Petroleum, Resourceful Petroleum, Tatex and others. Special counsel to PTT in connection with its Joint Development Area ( JDA ) gas purchase, pipeline and separation plant project in a joint venture with PETRONAS, and for the project company, TTM (Thailand) on the Trans-Thailand-Malaysia Pipeline Project. Special counsel to PTT Exploration & Production in its joint development project with PETRONAS Carigali in the Malaysia-Thailand Joint Development Area ( JDA ) (Blocks B-17 and C-19), in negotiation of Joint Operating Agreements with TOTAL and ESSO, and in financing its participation in development of the Bongkot Field and in other projects. Counsel to KrisEnergy Asia Ltd. on project development, including financing for exploration and production of petroleum resources, and acquisition of assets across the Asia region, particularly in Thailand. The current USD 100 million financing was for acquisition of hydrocarbon assets (petroleum field, including facilities, pipeline transmission system, and other potential projects in new fields and interests in new fields). Closing March LNG Projects Counsel to Thai LNG Power Corp. Ltd. from 1995 to 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. Counsel (with Ashurst) to PTT in its LNG Procurement Project. 7. Petrochemical and Refinery Projects Counsel to PTT in the merger of listed affiliates Rayong Refinery and Aromatics Thailand. Counsel to Solvay in its major hydrogen peroxide expansion project. Counsel to Project Owners and Sponsors in the following projects: National Petrochemical [PTT Chemical Public Co., Ltd.] (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 _16.doc 5

6 Counsel to the Lenders in the following projects: Labix Linear Alkyl Benezine Project, a joint venture in Thailand on project financing for design, engineering, supply construction, commissioning and operation of the first LAB operation in Thailand and Southeast Asia; July Rayong Refinery 2005 financing Bangchak Refinery 2006 expansion financing, and 2008 refinancing 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 8. General CTLO: participated in special energy sector studies in Thailand, and has provided mineral law and policy services for international agencies in Nepal, the Philippines and Vietnam. Since 1981, CTLO has acted for the government of Nepal s Petroleum Exploration Promotion Project. CTLO: organized the Association of International Petroleum Negotiators ( AIPN ) first function in Bangkok in May 2007, the second in February 2009, and was a member of the organizing committee for the 2009 AIPN Conference in Bangkok October E.T. Hunt Talmage, III: is Past Chairman of the International Bar Association Section on Energy, Environment, National Resources and Infrastructure Law. CTLO: organized Chulalongkorn Law Faculty s LLM Oil & Gas Law, Economics and Policy Training Courses, August September 2010, and the 2012 Training Courses, August and September CTLO is co-sponsor with PTIP in the 2014 Short Oil & Gas Courses. CTLO: participated in many law reform projects, which demonstrate its good relations with a number of regulatory agencies, as well as access to senior government regulators: CTLO: 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. CTLO: was a member of Chulalongkorn Law Faculty s team advising the Department of Mineral Fuels re: 2003/6 petroleum legislation reform, together with Gaffney, Cline & Associates (Consultants) Pte. Ltd. CTLO: was a member of the Chulalongkorn Energy Research Institute and Law Faculty team advising Thailand s Ministry of Energy re: 2007 proposed legislation on energy conservation and alternative energy. CTLO: publishes papers on Thai petroleum legislation and is a member of the Petroleum Institute of Thailand ( PTIT ). CTLO: was a member of PTIT s team advising the Energy Policy and Planning Office, Thailand s Ministry of Energy on natural gas and NGV pricing, CTLO: was a member of PTIT s team advising the Thai Department of Mineral Fuels, ( DMF ) on carbon capture and storage, CTLO: assisted PTIT in advising the Thai Department of Mineral Fuels, ( DMF ) on Thailand III terms for the 21st bid round of petroleum concessions. CTLO: is a member of the International Finance Corporation ( IFC ) consulting team to Thailand s Department of Alternative Energy Development and Efficiency, (DEDE) on the Thailand Renewable Energy Policy and Regulatory Review, CTLO: assisted PTIT in conducting a workshop on LNG and GSA for the Myanmar Ministry of Energy, May CTLO: is a member of PTIT s team advising Thailand s Ministry of Energy on implications for Thailand of membership in AEC, _16.doc 6