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Experience in the Oil and Gas Industry “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives

Experience in the Oil and Gas Industry “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives

Experience in the Oil and Gas Industry “They go to great lengths to understand your industry, business and specific objectives . . . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.”

Client Quoted In CHAMBERS UK, 2014 NATURAL RESOURCES

“Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.”

Client Quoted In CHAMBERS USA, 2013

“Sullivan & Cromwell has ‘very thorough knowledge of the industry’.”

Client Quoted In THE LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas Oil and Gas

&C has significant and varied experience advising clients “Oil & Gas Legal Adviser of the Year” Sin the oil and gas sector. Our depth of understanding of the INFRASTRUCTURE JOURNAL, 2011 oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of our clients. S&C’s standing in the industry is reflected in the number We provide tailored solutions informed by market knowledge. of major companies it has represented, both directly and in consortia, including: Our multi-disciplinary approach ensures that clients benefit

„„ AEC (Alberta Energy) „„ INPEX from our industry experience in each of our core practice areas. „„ Agip „„ Kerr-McGee

„„ American Energy „„ LNG OUR OIL AND GAS „„ Upstream Partners „ INDUSTRIES „ Nippon Oil „„ Pipelines „„ BG Group „„ Oleoducto Central

„„ LNG „„ BHP Billiton (OCENSA)

„„ Downstream „„ BP „„ Oil Search

„„ Cheniere Energy „„ PDVSA

OUR CORE „„ Mergers & Acquisitions and Joint Ventures „„ Chevron „„ PRACTICE AREAS „„ Project Development and Finance „„ ConocoPhillips „„

„„ Capital Markets, Leveraged Finance & Lending „„ „„ Limited

„„ Private Equity „„ „„ Sempra Energy

„„ Restructuring „„ EnCana „„ Statoil

„„ Commodities, Futures & Derivatives „„ „„ Total

„„ Tax „„ ExxonMobil „„ TransCanada

„„ Sanctions and Trade „„ Hess „„ Transportadora de Gas del Sur „„ Disputes and Investigations „„ Hovensa „„ Union Petroleum „„ Hunt Oil

„„ Woodside Petroleum „„

2 3 Oil and Gas

UPSTREAM

&C’s deep industry experience includes significant Supstream projects. This work, often in challenging emerging markets, extends from the structuring and negotiation of host country and commercial arrangements to the eventual financing.

SELECTED PROJECTS ACG/Azerbaijan — Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects “Mega-Structure” (2004) /UAE (2009, 2012, 2015) S&C represented the sponsor (2004, 2015) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C is international finance development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TotalFinaElf, PDVSA counsel to Tengizchevroil LLP, facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion a limited liability partnership please see “Oil and Gas – LNG” and Deep-water Gunashli “mega- refinancing, a project heralded project to develop, produce, involving affiliates of beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy ChevronTexaco, ExxonMobil, the „„ Australia Pacific LNG (2012) involves developing the Central its size. The project, the Middle crude oil from the Orinoco River Government of Kazakhstan and Azeri portion of the Azeri field, East’s largest cross-border gas belt in , in the largest others, that raised $4.4 billion in „„ PNG LNG (2010) including the construction of a project, produces gas from the project financing at the time to senior secured debt, comprising „„ Yemen LNG (2008, ongoing) new production platform, a gas North Field in Qatar, the world’s successfully close in . $1.1 billion in senior secured compression and water-injection largest non-associated gas field, The project, structured as an notes issued under Rule 144A/ platform and subsea oil and and then transports and sells unincorporated joint venture, was Regulation S and $3.3 billion of gas pipelines. The ACG Phase 1 the gas to customers in Dubai, named by IFLR as “Oil and Gas senior secured debt provided by Project followed the successful Abu Dhabi and . The Deal of the Year”. partner co-lenders. Proceeds of the initial “Early Oil” component of financing included a $1.25 billion offering and loans were used for the development of the Azeri, project bond, a $1.142 billion the expansion of TCO’s upstream Chirag and Deep-water Gunashli commercial bank debt tranche operations at the Tengiz supergiant “mega-structure”, which was (involving the participation of oil field in Kazakhstan. The financed in 1998. 22 banks), a $218 million SACE- financing marked the largest oil backed export credit tranche and and gas project bond ever and the senior co-lending by the project second-largest oil and gas project sponsors, Mubadala Development financing of any type (the largest, Company, Total and Occidental. Sincor, also having had S&C act for The bank financing was the borrower). In 2015, S&C also refinanced in the bond market in advised TCO on a $500 million 2012. In 2015, S&C advised the revolving credit facility. lenders/underwriters on a new 4 $863 million term loan facility. 5 Oil and Gas

PIPELINES

&C has market-leading cross-border pipeline expertise, FACTS AND FIGURES* having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $41 billion approximate amount of debt raised by pipeline projects involving project will need to consider, including key issues arising in S&C in finance plans including MLAs and ECAs and other agencies connection with host-government and inter-governmental such as BNDES, Coface, KEXIM, EBRD, Hermes, IFC, JBIC, MIGA, , OPIC, SACE, USEXIM, among others. agreements and related structuring issues for cross-border pipelines, such as maritime boundary issues. 92 total number of sponsors S&C has advised, individually or as members of consortia, on pipeline projects including IOCs, NOCs from Europe, Asia, Africa, and Latin America, and REPRESENTATIVE PIPELINE PROJECTS JURISDICTIONS independents. Baku-Tbilisi-Ceyhan Pipeline Project Azerbaijan//Turkey Dolphin Energy Gas Pipeline U.A.E./Qatar/Oman 4.45 average number of sponsors S&C has advised on each CPC Pipeline Consortium Financing /Kazakhstan pipeline project. South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe

South Caucasus Gas Pipeline (Shah Deniz) Azerbaijan/Georgia/Turkey of S&C pipeline projects involved developments in two or Al-Khaleej Gas Pipeline (proposed) Qatar/Kuwait 68% more countries. Alliance Gas Pipeline /U.S.

Alaska Pipeline (proposed) U.S./Canada AIOC Western and Northern Routes Azerbaijan/Georgia/Russia 80% of S&C’s pipeline projects have taken place in emerging markets. Tengizchevroil (TCO) Kazakhstan/Russia

GasAndes Pipeline / *as of December 2015

Camisea Gas Pipeline

OCP Pipeline

Oleoducto Central Pipeline Project (Ocensa)

6 7 Oil and Gas

LNG

&C has been involved in the structuring and financing AWARDS AND RECOGNITIONS Sof some of the largest and most complex LNG projects Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2015 ever undertaken. Our experience in LNG and gas projects Corpus Christi LNG The largest single project financing in the extends from drafting and negotiating shareholder „„ Americas Deal of the Year ...... Project Finance International „„ North America LNG Deal of the Year ...... IJ Global arrangements, SPAs, shipping contracts, and construction and Cameron LNG operating arrangements to negotiating and drafting limited One of the largest single project financings in the United States

„„ Project Finance Deal of the Year 2014: Americas ...... IFLR U.S. recourse financings. „„ Deal of the Year 2014: Americas ...... Trade Finance

„„ Highly commended: “Innovation in Finance Law” 2014 . . . . FT Innovative Lawyers North America Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken

„„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International

“Earns plaudits for its LNG practice.” „„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance

CHAMBERS GLOBAL, 2015 „„ Standout Energy Deal...... FT US Innovative Lawyers

„„ Best Project Finance Deal ...... Finance Asia

PNG LNG The world’s then largest-ever energy markets project financing

„„ Global Deal of the Year 2010 ...... Infrastructure Journal

„„ Asia Pacific Deal of the Year ...... Project Finance International

„„ Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance

„„ Energy Projects: Oil & Gas Team of the Year, 2010 ......  Chambers USA Award for Excellence Yemen LNG The first large-scale project financing in Yemen

„„ Global Deal of the Year 2008...... Infrastructure Journal

„„ Oil & Gas Deal of the Year ...... Infrastructure Journal

„„ Middle East Oil & Gas Deal of the Year 2008 ...... Project Finance

„„ Middle East Oil & Gas Deal of the Year...... Project Finance International 8 Oil and Gas

LNG continued

No firm has more relevant, current experience advising sponsors and borrowers in the complexities associated with world-class projects in the LNG sector. In addition to our significant work in emerging markets, S&C is playing a major role in the wave of LNG matters within the United States.

SELECTED GLOBAL LNG PROJECTS

PNG LNG (2010) The project company and consortium in Freeport LNG (2013) the $18 billion fully integrated LNG project A potential bidder for a significant equity involving the exploration, development and stake in Train 2 of the Freeport LNG project production of natural gas in the highlands of in Freeport, Texas. Papua New Guinea, transport of the natural „ gas over a distance of nearly 450 miles from „ „ the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the Corpus Christi LNG (2015) natural gas into LNG and transport of the LNG Cheniere Energy in the project financing of to customers in Asia. „ „ its $11.5 billion LNG liquefaction project in „„ PNG LNG was the largest-ever project financing until 2013. Corpus Christi, Texas. „

„„ Financed with a combination of commercial bank debt and export credit agency debt. The Cameron LNG (2014) „ financing was structured to accommodate Advised Sempra Energy in connection with the project bonds. financing of its $10.5 billion Cameron LNG export terminal in Hackberry, Louisiana. LNG Project Yemen LNG Project (2008, ongoing) Australia Pacific LNG (APLNG) (2012) „„ Commercial development agreements with GDF Suez, Mitsubishi Corporation and Mitsui Borrowers counsel in Yemen LNG in the $4.8 billion APLNG in the $8.5 billion project finance facility & Co., Ltd. connection with a significant upstream, 320 km pipeline and two- for the development of its groundbreaking financing for an LNG facility train LNG liquefaction project in Balhaf. $20 billion coal seam gas to liquefied natural „„ DOE approval to export up to 12 Mtpa of in West Africa. gas project on Curtis Island, Queensland. domestically produced LNG from the Cameron „„ Shareholders are direct or indirect LNG terminal to all current and future FTA subsidiaries of Total, Hunt Oil, SK Corp., „„ Advice on commercial contract structuring, countries. Hyundai Corp., Kogas, Yemen Gas Co. pipeline and LNG shipping matters. and Yemen’s pension fund, GASSP. „„ Financed by JBIC, NEXI and commercial banks. „„ APLNG is owned by Conoco Phillips, Origin and „„ $2.8 billion financing including direct China Corp. (). loans from JBIC (buyer’s credit) and KEXIM, uncovered commercial bank „„ First unconventional gas to LNG project in loans, bank loans covered by COFACE, the world. NEXI and KEXIM, and a sponsor senior loan facility.

10 11 Oil and Gas

DOWNSTREAM

e have considerable experience with large-scale Wrefinery and petrochemical projects and their financings. The majority of these projects involve complex structuring and incorporate multiple sources of finance, including project bonds and commercial bank loans.

SELECTED PROJECTS

Bayóvar Phosphorus Deer Park Refining Sweeny Coker Refinery Cantarell HOVENSA Refinery Cape Horn Methanol Ore Project Deer Park Refining Limited S&C represented both the capital S&C represented Citibank, EDC S&C represented HOVENSA Cape Horn Methanol, formerly S&C advised Mitsui & Co., Ltd. Partnership was formed by Shell markets underwriters’ financing and the other bank lenders in the in the creation, initial financing a joint venture between the in its acquisition from Vale S.A. Oil Company and a subsidiary of and the bank lenders in the $1 billion Cantarell nitrogen gas and subsequent financing of Henley Group and two Chilean of a non-controlling stake in a of Petróleos Mexicanos to $525 million development and BOOT project in . The HOVENSA LLC, a 50/50 joint shareholders, Compañía phosphorus ore project being own, operate and upgrade construction of a coker and related project involved the construction venture between Amerada Hess Manufacturera de Papeles y developed by Vale in the Bayóvar the fuels refinery portion of a facilities at Phillips Petroleum of facilities for the extraction and Petróleos de Venezuela, S.A. Cartones S.A. (CMPC) and a area of Peru’s Piura Province and fully integrated refinery and Company’s refinery complex in and eventual delivery of nitrogen (PDVSA), to acquire, own and company in the Menendez Group, the entry into a joint venture with petrochemical facility located in Sweeny, Texas. The project was gas to Petróleos Mexicanos, the operate the Hess 500,000 bpd constructed a facility in Chilean Vale and The Mosaic Company. Deer Park, Texas. S&C represented designed to enable Phillips to Mexican state-owned petroleum refinery in the U.S. Virgin Islands. Patagonia to convert natural gas The transaction valued the the underwriters for the initial $1 process lower-cost, heavy sour company. In 2002, Hovensa LLC issued new to methanol. S&C represented Bayóvar project at $1.1 billion, billion capital markets financings crude oil and to improve the senior secured tax-exempt revenue the Chilean partners and with a wholly owned subsidiary and lenders for the subsequent profitability of the refinery. Egypt Petrochemical Project bonds to pay down borrowings subsequently acted as U.S. counsel of Mitsui purchasing 25% of the expansion financing. S&C represented the sponsor in and to fund an extended debt to Fletcher Challenge limited of project for $275 million. The Phoenix Park Gas Processors the structuring of a confidential service reserves account. , which purchased a transaction represents the first Port Arthur Refinery Limited petrochemical project in Egypt. controlling interest in the project time that a Japanese company has S&C represented the S&C acted as counsel to Phoenix Qatar Petrochemical Project from the Henley Group. acquired an economic interest in underwriters, bank lenders Park Gas Processors Limited (the KPI Project S&C represented a sponsor in the phosphorus deposits. and insurance providers in the project), owned by the National S&C is representing TCO structuring of a petrochemical $860 million refinery upgrade Gas Company of Trinidad and as feedstock supplier to this project in Qatar. project in Port Arthur, Texas. Tobago, Conoco, Inc. and a third proposed petrochemical project The upgrade project included the party, on a $110 million senior in Kazakhstan. construction of additional coking debt financing to expand the and hydrocracking capability and Phoenix Park’s cryogenic natural a sulphur unit. gas processing plant in Trinidad.

12 13 Oil and Gas

MERGERS & ACQUISITIONS

&C has an extensive record advising acquirers, target SELECTED OIL AND GAS M&A TRANSACTIONS

„„ Columbia Pipeline Group, „„ American Energy – Permian „„ Borealis Infrastructure Scompanies and their financial advisers in mergers Inc. (U.S.) in its pending Basin, LLC, an affiliate of (Canada) and Ontario $13 billion acquisition by American Energy Partners, Teachers’ Pension Plan and acquisitions in the oil and gas sector. We have had the TransCanada Corporation. LP (U.S.), in its agreement to Board (Canada) in the sale (2016) acquire approximately 63,000 of Express Pipeline System net acres of leasehold in the to Spectra Energy as part of privilege of working on landmark transactions that have „„ UIL Holdings Corporation southern Permian Basin, Texas a $1.49 billion transaction. (U.S.) in its $4.6 billion from affiliates of Enduring (2013) acquisition by Iberdrola USA, helped shape the industry, and our expertise in this field will Resources, LLC (U.S.) for and simultaneous renaming „„ Deutsche Bank AG (Germany) $2.5 billion. (2014) be invaluable on any oil and gas industry transaction. to AVANGRID and listing on and Goldman Sachs & Co. NYSE. (2015) „„ Repsol (Spain) as U.S. counsel (U.S.) as financial advisers to in its agreement with Talisman CVR Energy, Inc. (U.S.) in the „„ Reservoir Capital (U.S.) Energy (Canada) to acquire $2.7 billion unsolicited tender in the establishment of a 100% of the shares of Talisman offer by Icahn Enterprises L.P. $100 million joint venture to for US$8.3 billion. (2014) (U.S.). (2012) acquire oil and gas mineral interests in Oklahoma, Texas „„ Canada Pension Plan „„ BHP Billiton (Australia) in and . (2015) Investment Board (Canada) its $15.1 billion acquisition in a series of transactions of Petrohawk Energy „„ Castleton Commodities pursuant to which it acquired Corporation (U.S.). (2011) International LLC (U.S.) “Sullivan & Cromwell is a a substantial minority stake Energy and Services Deal of in its definitive agreement in Transportadora de Gas the Year – Atlas Awards 2012 to acquire Morgan Stanley’s del Perú S. A. (TgP) (Peru), dominant force in the energy Global Oil Merchanting „„ Consortium comprising ENN including its approximately business. (2015) Energy Holdings Limited $200 million acquisition of (China) and China Petroleum world at large.” „„ Inc. (Canada) a 10.4% stake from Graña y & Chemical Corporation in its unsolicited C$4.3 billion Montero S.A.A. (Peru) and in CHAMBERS USA, 2011 (Sinopec) (China) in the offer to acquire all outstanding its additional acquisition of a pending $2.2 billion voluntary shares of Canadian . 23.6% stake from Tecpetrol general offer for China Gas (2015) International S.A. (Argentina) Holdings Limited (Hong and 100% of TgP’s operator „„ American Energy – Utica, Kong). S&C also represented company for approximately LLC and American Energy – ENN Energy as borrower of a $607 million. (2014) Marcellus, LLC, affiliates of bridge facility from American Energy Partners, „„ Consortium comprising Italian (withdrawn). (2012) LP, in their agreement to operator (45%), GIC, „„ Beheer B.V. acquire 75,000 net acres the Singaporean sovereign (Netherlands) in antitrust and 175 mmcfe per day of net fund (35%) and EDF (France) and competition law matters production in the southern (20% through its dedicated relating to its $389 million Utica and southern Marcellus assets fund), in the $3.3 billion acquisition of the remaining Shale plays from East (€2.4 billion) acquisition of 51.7% interest of Iberian Resources, Inc. (U.S.) and an Transport et Infrastructures Minerals Corp. (Canada) that it unnamed private company for Gaz France (France) from did not already own. (2011–2012) $1.75 billion. (2014) Total S.A. (France). (2013) 14 15 Oil and Gas

MERGERS & ACQUISITIONS continued

„„ Electricité de Strasbourg „„ Constellation Energy „„ Inpex Corporation () in (France) in its acquisition (U.S.) in the sale of its its $3.074 billion acquisition of of Enerest (France) from international commodities Teikoku Oil Co., Ltd. (Japan) Réseau GDS (France) for an business to an affiliate of (2006) undisclosed amount. (2011) Goldman Sachs (U.S.) and in „„ the sale of the downstream „„ Sempra Energy (U.S.) in Corp. (U.S.) in its $3.8 natural gas trading business its agreement with Noble billion acquisition of Vintage of Constellation Energy Americas Gas & Power Corp. Petroleum Inc. (U.S.). (2006) Commodities Group to (U.S.) to sell the Sempra Macquarie Cook Energy, LLC „„ Oleoducto de Crudos Energy Solutions LLC unit (Australia). (2009) Pesados (Ecuador) in of its Royal Bank of Scotland the acquisition of a 30% Group plc (U.K.)–Sempra „„ Canetic Resources Trust interest by China Petroleum global commodities joint (Canada) in its $5.5 billion & Chemical Corporation venture for approximately acquisition by Penn West (Sinopec). (2006) $582 million. (2010) Energy Trust (Canada). (2008) „„ Smedvig ASA (Norway) in „„ BP (U.K.) in the sale of its „„ Goldman Sachs Principal its $2.3 billion acquisition by upstream assets in the United Investment Area (U.S.), as SeaDrill Ltd. (Norway). (2006) States, Canada and Egypt to a member of the consortium Apache Corporation (U.S.), which also includes Candover „„ BP Amoco in its $1.5 billion worth a total of $7 billion. Partners Limited, in the $3.2 acquisition of Vastar (2010) billion acquisition of Expro Resources, Inc. (2000) International Group plc (U.K.). „„ China Investment „„ BP Amoco (U.K.) in its (2008) Corporation (China) in a $150 $27 billion acquisition of million investment in Triana „„ (Argentina/ ARCO (U.S.) and subsequent Energy Investments, LLC Luxembourg) in its $1.115 $6.5 billion sale of ARCO’s (U.S.) by a subsidiary of China billion sale of Hydril (U.S.) to Alaskan assets (U.S.) to Investment Corporation and General Electric (U.S.). (2008) Phillips Petroleum Company an affiliate of Morgan Stanley (U.S.). (2000) „„ Total S.A. (France), as parent (U.S.). (2010) of Total E&P Canada, in the „„ BP in its $55 billion merger „„ Sempra Energy (U.S.) in its acquisition of Synenco Energy, with Amoco. (1999) agreement with J.P. Morgan Inc. (Canada). (2008) „„ Elf Aquitaine (France) in its Ventures Energy Corporation „„ Tenaris (Argentina/ $52.4 billion acquisition by (U.S.) to sell the global metals Luxembourg) in its $2.2 TotalFina (France). (1999) and oil and European power billion acquisition of Hydril and gas businesses of its global (U.S.). (2007) commodities joint venture with RBS. (2010) „„ Statoil ASA (Norway) in U.S. issues relating to its $29 billion „„ Vallourec SA (France) in its acquisition of Norsk Hydro’s $201 million acquisition of (Norway) oil and gas business Serimax SAS (France). (2010) and its $1.97 billion acquisition of North American Oil Sands Corporation (Canada). (2007) 16 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE

&C has advised in the development of oil and gas projects AWARDS AND RECOGNITIONS and their limited recourse financings throughout the S Project Finance Group of the Year world. We have established an enviable level of expertise for Law360, 2015 this type of work, which ensures our continued involvement Corpus Christi LNG in many of the most challenging projects in the sector. While Americas Deal of the Year Project Finance International, 2015 the majority of our work tends to be for sponsors/borrowers, our industry insight also makes us an ideal choice to represent Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2014 underwriters and lenders. Oil & Gas Legal Adviser of the Year Infrastructure Journal, 2011

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM Baku-Tbilisi-Ceyhan (BTC) Pipeline FOR SPONSOR / BORROWER IN OIL AND GAS Deal of the Decade Sullivan & Cromwell 76.53% 36.73% Infrastructure Journal, 2011 2nd ranking firm 43.05% 4.75% 3rd ranking firm 39.13% 14.09% Australia Pacific LNG (APLNG) 4th ranking firm 37.59% 11.01% Oil & Gas Deal of the Year Project Finance International, 2012 5th ranking firm 35.78% 12.78% 6th ranking firm 33.88% 11.75% Dolphin Energy gas pipeline project 7th ranking firm 33.33% 15.97% Oil & Gas Deal of the Year 8th ranking firm 31.74% 27.30% Infrastructure Journal, 2012 9th ranking firm 31.41% 14.42% Project Finance International, Middle East, 2012 10th ranking firm 30.36% 12.01% PNG LNG Source: Dealogic ProjectWare, June 30, 2015 Global Deal of the Year Infrastructure Journal, 2011

18 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE continued

ASIA

Australia Australia Pacific LNG Project

Moomba to Sydney Pipeline CARIBBEAN/LATIN AMERICA North West Shelf LNG Project New Zealand Cabiúnas Gas Project Maui Gas Field EVM Gas Project Papua New Guinea Malhas Oil Project Kutubu Petroleum Project and Pipeline Chile PNG LNG Project Cape Horn Methanol Gas Andes Pipeline MIDDLE EAST/AFRICA

CENTRAL EURASIA NORTH AMERICA Arabian Gulf Colombia Azerbaijan/Georgia/Russia Al-Khaleej Gas Project Canada Oleoducto Central Crude Oil Pipeline (Ocensa) ACG/Azeri “Early Oil” phase of Full Field Development Dolphin Energy Project Alliance Pipeline Ecuador Azerbaijan , Azeri, Chirag and Northern Border Pipeline Company Heavy Crude Pipeline (OCP) Deep-water Guneshli “Mega-Structure” Egypt Confidential Project United States Mexico Azerbaijan/Georgia/Turkey Alaska Natural Gas Pipeline Project Mozambique Cantarell Nitrogen Reinjection Project Baku-Tbilisi-Ceyhan Pipeline (BTC) Cameron LNG Pande Gas Pipeline Project Peru Shah Deniz and SCP Pipeline Project Corpus Christi LNG Camisea Gas Project Kazakhstan Nigeria Freeport LNG Nigeria LNG Caspian Pipeline Consortium Deer Park Refining L.P. Trinidad and Tobago Nigerian Petroleum Legislative Reforms Tengizchevroil (TCO) Project Frontier Pipeline Company Phoenix Park Gas Processors Plant Nigeria Oil Forward Sale Transactions Port Arthur Refinery Project Russia U.S. Virgin Islands Sweeny, Texas Refinery Caspian Pipeline Consortium Qatar HOVENSA (USVI) Project and Refinancing Confidential Petrochemical Project Tyumen Offtake Matters Venezuela Russia/Bulgaria/Southern and Saudi Arabia José Terminal Central Europe Saudi Gas Initiative Mariscal Sucre LNG South Stream Pipeline South Africa Petrozuata Extra Heavy Oil Project Pigap II Turkmenistan Coega Project Sincor Extra Heavy Oil Project and Subsequent Turkmenistan Upstream Yemen Restructuring Yemen LNG Project 20 21 Oil and Gas

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

&C has acted in public and private debt and equity IPOS, SECURITIES OFFERINGS AND BANK LENDING (SELECTED) Argentina France capital markets offerings and bank-lending transactions Astra Compañía Argentina de Elf Aquitaine 1 (debt & equity) BG Group 1 (debt) S Petróleo 3 (debt) Total Capital (Guaranteed by BP 1 (debt & equity) for a large number of natural resources companies around Perez Companc 3 (debt) Total S.A.) 1 (debt) LASMO 1 (debt & equity) Transportadora de Gas del Sur 1 Total Capital Canada 1 (debt) (debt & equity) Total S.A. 1 (debt) United States 3 the world, giving us critical insight into the commercial, YPF 1 (equity & IPO) Amerada Hess (equity) American Energy – Marcellus 1 environmental, regulatory and legal issues facing the industry. Australia Eni 1, 3 (debt & equity) (debt) Aurora Oil & Gas Limited 1 (debt) 1 (equity) American Energy – Permian 1 (debt) Our experience has been a mix of advising issuers, borrowers, Alinta Energy Holdings 1 (debt) 1 (equity) American Energy – Utica 1 (debt) Ampol Exploration 1 (equity) Snam Rete Gas 1 (equity & IPO) American Energy – Woodford1 Australia Pacific LNG1 (debt) (debt) underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Japan Amoco 2 (equity) 1 BHP Billiton 1 (debt) Idemitsu Kosan (equity) Ascent Resources 1 (debt exchange 1 initial public offerings, investment grade, project bond, high- Oil Search 1 (equity) Inpex Corporation (equity & IPO) offer) Origin Energy Limited 1 (debt) Aurora USA Oil & Gas 1 (debt) Kazakhstan Santos 1, 3 (debt & equity) Cabot Oil and Gas 3 (debt & equity) yield bonds, revolving and term loan bank financings and Tengizchevroil 1 (debt) Woodside Petroleum 1 Cal Dive International 1 (equity) structured financings and landmark privatizations around (debt & equity) Kuwait Cheniere Energy 1 (debt) Santa Fe International 3 (equity) Clark Oil & Refining3 (debt) Canada Deer Park Refining3 (debt) 2 the world. Amoco Canada (debt) Mexico Duke Energy Field Services, LLC 3 1 3 Enbridge (debt) Pemex (debt) (debt & IPO) 1 Gulf Canada (debt & IPO) Hovensa 1 (debt) 1 Norway Imperial Oil (debt) 2 1 MAPCO (debt) 1 Ability Group (equity) Interprovincial Pipe Line (equity) 2 1, 3 Merey Sweeny (debt) 3 Norsk Hydro (debt & equity) Norcen Energy Resources (debt) NiSource 3 (equity) STATOIL 1 (debt, equity & IPO) Noble Affiliates3 (debt & equity) China Statoil Fuel & Retail 1 (equity & Parker & Parsley Petroleum 3 CNOOC Limited 3 (equity) IPO) (equity) CNPC (Hong Kong) Ltd. 3 (IPO) Quaker State 1 (debt) China Gas Holding Limited Spain 3 R&B Falcon Corporation 3 (equity) (equity) Enagas (equity & IPO) 3 Santa Fe Energy Resources 3 ENN Energy 1 (debt) Repsol (debt & equity) (equity) Kunlun Energy Co. Ltd. (equity) 3 3 Santa Fe International Corp. (IPO) PetroChina Company (equity & 3, PTT Exploration and Production Shell Oil 3 (debt) IPO) 4 (debt & equity) Southern Union Company 3 (debt) Colombia Inc. 3 (debt) 3 (debt) 2 Dolphin Energy (debt) Venezuela Petrozuata 1 (debt)

1 Counsel to the issuer, borrower or selling/controlling shareholder 3 Counsel to underwriters/agents or arrangers 2 Designated underwriters’ counsel 4 Sole U.S. Counsel 22 23 Oil and Gas

STATE-OWNED OIL COMPANIES

ur work in the oil and gas industry includes Oextensive experience with state-owned or national oil companies.

Abu Dhabi (ADNOC) KazMunayGas Petróleos de Venezuela S.A. (PDVSA) (QP) Counsel to Emirates Aluminium (50% owned by „„ Counsel to the consortium, which includes „„ Counsel to the consortium, comprised of „„ Counsel to ExxonMobil as co-sponsor/developer Mubadala) in negotiations of direct agreement with KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, in the of the Al-Khaleej (AKG-1) gas pipeline designed ADNOC the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project to transport significant quantities of gas from China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia) in Venezuela Qatar’s North Field to Kuwait

„ „ „ „„ Counsel to Goldman Sachs as financial adviser to „ Counsel to the consortium, which includes „ Counsel to the the project company in the „ Counsel to the lenders and underwriters to CNOOC (China) in the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Petrozuata Extra Heavy Oil Export Project Dolphin Energy in discussions with Qatar certain oil & gas exploration assets from the Tengizchevroil (TCO) Expansion Project in sponsored by PDVSA Petróleo y Gas S.A. Petroleum Kazakhstan and a Conoco Inc. affiliate „„ Counsel to the underwriters in equity offerings Yemen Gas Company by CNOOC Limited National Gas Company of Trinidad and Tobago Petróleos Mexicanos (PEMEX) Counsel to Yemen LNG in the $4.8 billion limited Counsel to the project company in financing for the recourse project financing of its upstream, pipeline „„ Counsel to the underwriters on multiple China Petroleum and Chemical Corporation Phoenix Park natural gas processing project. The and two train LNG liquefaction project, shareholders debt offerings by Petróleos Mexicanos (Sinopec) consortium included the state-owned gas company of of which are direct or indirect subsidiaries of Total, „ „„ Counsel to the project company in $8.5 billion Trinidad and Tobago. „ Counsel to the consortium for $1.0 billion Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen financing for the APLNG project, owned by financing of Deer Park Refinery in the Gas Co. and Yemen’s pension fund, GASSP Oman Oil Company (OOC) Conoco Phillips, Origin and Sinopec United States. The consortium included a „„ Counsel to Alcan as sponsor in the Sohar smelter Pemex subsidiary. „„ Counsel to the consortium comprising ENN project, partners of which included state-owned Energy Holdings Limited and Sinopec in the State Oil Company of Azerbaijan Republic Oman Oil Company S.A.O.C. and the Abu Dhabi $2.2 billion voluntary general offer for China Gas (SOCAR) Water and Electricity Authority (ADWEA) Holdings Limited (withdrawn) (Hong Kong) Counsel to the consortium, which includes the Azerbaijani state-owned oil company SOCAR, „„ Counsel to Oleoducto de Crudos Pesados in the Petróleo Brasileiro S.A. () in the financing of South Caucusus Pipeline and acquisition of a 30% interest by Sinopec „„ Counsel to the lenders in $850 million financing the BTC Pipeline for the Cabiúnas Gas Project in Brazil Ecopetrol Turkish Petroleum Corporation (TPAO) „„ Counsel to the lenders in $1.6 billion financing for „„ Counsel to Ecopetrol with respect to its Annual Counsel to the consortium, which includes the EVM Oilfields Project in Brazil Report on Form 20-F the Turkish state-owned oil company Türkiye Petrolleri Anonim Ortaklığı, or TPAO, in the „„ Counsel to the consortium, which includes PetroChina (listed arm of China National Ecopetrol, in the $2.4 billion OCENSA Pipeline Petroleum Corporation) financing of the South Caucusus Pipeline, the Project Counsel to the underwriters to PetroChina in its BTC Pipeline, the ACG/Azerbaijan “Mega- SEC-registered $3,900 million IPO and Reg S equity Structure” Full Field and the Shah Deniz gas field „„ Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol

24 25 &C lawyers engaged in oil and gas transactions have Sthe benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

“A dedicated practice offering entirely holistic thinking and excellent commercial understanding.”

CHAMBERS UK, 2010

27 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has been Spublic and private companies considering transactions Sthe firm of choice for many oil and gas and other natural with sponsors. Within the private equity practice, our Natural resources companies seeking non-traditional investments, Resources Group is focused on transactions with sponsors that sales and restructuring arrangements in connection with the primarily invest in the oil and gas, mining and infrastructure global credit crisis. In the wake of the global financial crisis, sectors. Our deep understanding of the sectors has allowed the practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side. RECENT Recent matters include advising American Energy Partners MATTERS in a variety of transactions, including advising American RECENT HIGHLIGHTS INCLUDE ADVISING Energy – Permian Basin, LLC in the acquisition of 63,000 „„ Kenmare Resources plc in „„ the independent directors of „„ lenders in the restructuring net acres of Southern Permian Basin Leasehold and the restructuring of its senior United Company RUSAL of Ennstone Quarries and 16,000 BOE per day of net production from Enduring and junior facilities (2014) Limited in connection with the subsequent disposal and the restructuring of the refinancing by its controlling Resources for $2.5 billion; American Energy – Utica, LLC „„ RBS and Barclays in the RUSAL Group’s $15 billion lenders restructuring of the Palaboro and American Energy – Marcellus, LLC of 75,000 net of indebtedness and other Mining company and its „„ a consortium of major acres and 175 MMCFE of net production in the Southern obligations (2009) international banking and oil companies in the Utica and Southern Marcellus shale plays from East commodity hedging facilities „„ the international and MENA restructuring of Bateman Resources and another private company for $1.75 billion, lenders in the restructuring NV as the key contractor in „„ BHP Billiton in the of the oil services company the Caspian Oil Fields as well as a variety of capital raisings, including bank restructuring of its CP Lamprell plc (2013) financings, convertible debt and high yield transactions for Programme (2009) „„ the lending syndicate in „„ the steering committee of the restructuring of the American Energy – Permian Basin, LLC, American Energy „„ international lenders in the lenders in the restructuring quarrying business of – Woodford, LLC, American Energy – Marcellus, LLC and £1.4 billion restructuring of of AEA Technology Alfred McAlpine plc the international oil refiner American Energy – Utica, LLC. We have also advised the plc the UK nuclear Petroplus AG and the Energy and Minerals Group with respect to its iron ore decommissioning business subsequent insolvencies in joint venture with Arcelor-Mittal in Baffinland and the six countries (2013) „„ Total and StatoilHydro — acquisition by its portfolio company Coronado Coal II LLC as sponsors of the Sincor/ of coal assets in Logan County, West from Cliffs PetroCedeño project, in the restructuring of $1.9 billion Natural Resources Inc. of senior debt (2008) 28 29 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of natural resource-based commodity States, the United Kingdom and France), the Group prides and derivative products of all types. itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints REPRESENTATIVE MATTERS

„„ CFTC, FERC, FTC, Castleton Commodities (U.S.) in its under which our oil and gas and other natural resources Department of International LLC (U.S.) in its agreement with an affiliate of Justice and exchange definitive agreement to acquire funds managed by Oaktree Capital clients operate. Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree trading activities of its interest in Hess Energy Trading Sempra Energy Trading Corp. energy companies Company LLC (U.K.) (2014) its sale of: CROSS- With respect to transactional matters, colleagues in other practice areas Occidental Petroleum in its PRACTICE work seamlessly with members of our tax group to advise on tax issues „„ „„ Regulatory and the natural gas, power, energy NETWORK and commodity trading platform acquisition of Phibro Energy from related to all manner of transactions, and, in tax disputes, tax group compliance advice of its RBS-Sempra global Citibank (2009) lawyers work closely with S&C’s litigation group, so that clients receive on government commodities joint venture to the benefit of experienced tax lawyers and innovative litigators. BP in the settlement of DOJ and regulations and Société Générale and Société Générale Energy Corp (2011) CFTC investigations of commodities GLOBAL The S&C tax group has advised many of the leading global natural exchange rules manipulation, including entering EXPERIENCE resource companies on matters of US, UK and French tax law, in „„ the North American natural gas into a deferred prosecution connection with important M&A and capital markets transactions, applicable to hedging and power trading agreements agreement with the DOJ and a and trading of energy and related commodity disputes with various tax authorities and domestic and cross-border consent order with the CFTC tax planning. Clients have included oil and gas majors, such as BP plc, products including inventories, and the global metals and oil, as well as the ExxonMobil, Occidental Petroleum and TOTAL, as well as others in Goldman Sachs and Morgan cross-border European power and gas, the commodities and energy trading space, including AIG Trading, Stanley in the formation of businesses of its RBS-Sempra rules, bilateral Intercontinental Exchange, an Barclays, Goldman Sachs and Sempra Energy. In mining and metals, global commodities joint we have advised Pechiney S.A./Alcan Inc./ Alcan, BHP record keeping venture to J.P. Morgan Ventures electronic trading facility for the Billiton, Bucyrus International and Inco. We have advised investors and reporting Energy Corporation, the trading of physical commodities and investment funds in natural resource and infrastructure projects, commodities trading subsidiary and over-the-counter derivatives obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and including transactions involving tax-favored alternative energy and dealer evaluations subsequently, Intercontinental synthetic fuel investments. „„ the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra connection with its strategic and issues joint venture to Noble Americas Gas & Power Corp., other regulatory matters including a wholly owned subsidiary its acquisition of International of Hong Kong-based Noble Petroleum Exchange (IPE) and its Group Limited (2010) joint venture with NGX 30 31 Sanctions and Trade Disputes and Investigations

&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and Stransactional experience who have a background in Sinvestigations arising out of investments in, and litigation. We help our clients conduct risk-based compliance- transactions relating to, the development of natural resources, related due diligence and risk assessment, and provide our both in court and in arbitral settings. clients with solutions to compliance challenges in light of SELECTED In recent years, we have undertaken numerous assignments in both the findings of due diligence. In the acquisition context, we HIGHLIGHTS commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas assist our clients with transition planning and integration of exploitation, transportation and sales. „„ advising the sellers of LNG „„ preparing for arbitration compliance programs and controls. Much of our experience in contentious repricing proceedings (eventually negotiations with buyers in settled) on behalf of the lies in the natural resource industry. Asia, including preparation for sponsors and project company possible arbitration in a dispute with the host country arising out of the „„ preparing for arbitration development of a nickel mine proceedings (eventually SCOPE The scope and enforcement of anti-bribery, anti- and trade in sub-Saharan Africa settled) on behalf of a OF WORK sanctions laws in the United States and Europe has significantly European oil major arising „„ arbitration and court increased in recent years. Transactions involving natural resource out of expropriation of an oil proceedings for the sponsors companies often present significant risk under these laws, in light of concession in Latin America and project company in a the particular characteristics of the sector: its global nature, which dispute with the contractor in presents challenges in implementing uniform business policies and „„ representing the owners of an the construction of a copper procedures; the need to operate in emerging markets, where there may oil pipeline in Latin America and gold mine in Latin be a lack of infrastructure and controls necessary to combat corruption, in disputes with the host America unstable political situations that are targeted by trade sanctions and government over tax claims

other challenges; and, in light of state ownership of resources and „„ arbitration proceedings in permitting and other development requirements, there is a high degree Sweden and extensive parallel of likelihood that interaction with government officials will be necessary. negotiations for a Canadian mining company against a We also help our clients to develop, assess and improve their compliance central Asian sovereign arising programs and procedures, including reviewing education, training and out of claimed breaches internal audit programs. Where necessary, we will assist our clients with of a mining concession implementation of remedial actions, including voluntary disclosure to agreement and settlement with applicable regulators. We have a long history of advising on disputes arising out of investments in, and transactions relating to, the development of natural resources, often in conjunction with the members of our disputes and investigations practice, litigation or arbitration with adverse parties, including host governments.

32 33 Lawyer Contacts

EMEA AMERICAS Nikolaos G. Andronikos Jamieson J. Logie Werner F. Ahlers Daryl A. Libow Partner since 2002 Partner since 2001 Partner since 2014 Partner since 1994 London Office London Office Office Washington, D.C. Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8420 Phone: +1 212 558 1623 Phone: +1 202 956 7650 Fax: +44 20 3350 2007 Fax: +44 20 3350 2002 Fax: +1 212 291 9201 Fax: +1 202 956 6973 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS, PROJECT FINANCE, JOINT VENTURES *PROJECT FINANCE, JOINT VENTURES *M&A, PROJECT FINANCE *LITIGATION, ANTITRUST

Chris Beatty Richard C. Morrissey Robert E. Buckholz Christopher L. Mann Partner since 2015 Partner since 1992 Partner since 1987 Partner since 1998 London Office London Office New York Office New York Office Phone: +44 20 7959 8505 Phone: +44 20 7959 8520 Phone: +1 212 558 3876 Phone: +1 212 558 4625 Fax: +44 20 3350 2047 Fax: +44 20 3350 2020 Fax: +1 212 291 9018 Fax: +1 212 291 9092 [email protected] [email protected] [email protected] [email protected] *LEVERAGED FINANCE, CAPITAL MARKETS *M&A, JOINT VENTURES *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, M&A

Kathryn A. Campbell Stewart M. Robertson Robert G. DeLaMater Inosi M. Nyatta Partner since 1997 Partner since 1996 Partner since 1992 Partner since 2011 London Office London Office New York Office New York Office Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Phone: +1 212 558 4788 Phone: +1 212 558 7822 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 Fax: +1 212 291 9037 Fax: +1 212 291 9781 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS

Krystian Czerniecki Vanessa K. Blackmore John E. Estes Joseph E. Neuhaus Partner since 2004 Partner since 2006 Partner since 2002 Partner since 1992 Frankfurt Office London Office New York Office New York Office Phone: +49 69 4272 5525 Phone: +44 20 7959 8480 Phone: +1 212 558 4349 Phone: +1 212 558 4240 Fax: +49 69 4272 5210 Fax: +44 20 3350 2008 Fax: +1 212 291 9049 Fax: +1 212 291 9105 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES ASIA AND AUSTRALIA Craig Jones Garth W. Bray Sergio J. Galvis Kenneth M. Raisler Partner since 2005 Partner since 2001 Partner since 1991 Partner since 1994 London Office Beijing Office New York Office New York Office Phone: +44 20 7959 8488 Phone: +86 10 5923 5900 Phone: +1 212 558 4740 Phone: +1 212 558 4675 Fax: +44 20 3350 2088 Fax: +86 10 5923 5950 Fax: +1 212 291 9062 Fax: +1 212 291 9118 [email protected] [email protected] [email protected] [email protected] *PROJECT FINANCE, JOINT VENTURES, LEVERAGED FINANCE *M&A, CAPITAL MARKETS *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES

Tim Emmerson Chun Wei David J. Gilberg George J. Sampas Partner since 2007 Partner since 1997 Partner since 1996 Partner since 2000 London Office Hong Kong Office New York Office New York Office Phone: +44 20 7959 8595 Phone: +852 2826 8666 Phone: +1 212 558 4680 Phone: +1 212 558 4945 Fax: +44 20 3350 2095 Fax: +852 2522 2295 Fax: +1 212 291 9063 Fax: +1 212 291 9131 [email protected] [email protected] [email protected] [email protected] *M&A, JOINT VENTURES *M&A, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *M&A, PRIVATE EQUITY

34 35 S&C Offices Worldwide

WWW.SULLCROM.COM New York London Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 125 Broad Street 1 New Fetter Lane New York, NY 10004-2498 London EC4A 1AN U.S.A. England

Washington, D.C. Paris Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 1700 New York Avenue, N.W. 24, rue Jean-Goujon Suite 700 75008 Paris Washington, D.C. 20006-5215 France U.S.A. Frankfurt Los Angeles Telephone: +49 69 4272 5200 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 1888 Century Park East 60311 Frankfurt am Main Suite 2100 Germany Los Angeles, CA 90067-1725 U.S.A. Melbourne Telephone: +61 3 9635 1500 Palo Alto Facsimile: +61 3 9654 2422 Telephone: +1 650 461 5600 101 Collins Street Facsimile: +1 650 461 5700 Melbourne 3000 Victoria 1870 Embarcadero Road Australia Palo Alto, CA 94303-3308 U.S.A. Sydney Telephone: +61 2 8227 6700 Beijing Facsimile: +61 2 8227 6750 Telephone: +86 10 5923 5900 Level 27, The Chifley Tower Facsimile: +86 10 5923 5950 2 Chifley Square Suite 501, China World Office 1 Sydney, New South Wales 2000 One Jian Guo Men Wai Avenue Australia Beijing 100004 China

Hong Kong Telephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong

Tokyo Telephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

36

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