Energy Law Representative Work

3 Phases Energy Services, LLC
We represented 3 Phases Energy Services, LLC in the development of two on-site solar projects in Colorado. Los Angeles-based 3 Phases is a leading developer of solar facilities for commercial and governmental customers.

AEGON
We represented affiliates of AEGON in connection with an equity investment in Invenergy Wind Finance Company LLC, a portfolio holding company that indirectly owned and constructed the following wind-powered generation facilities: the 135-MW Judith Gap project in central Montana, the 60-MW Spring Canyon project in northeastern Colorado and the 64.5-MW Wolverine Creek project near Idaho Falls, Idaho. The power generated from the aforementioned projects is being sold under long-term power purchase agreements to Northwestern Energy, Public Service Company of Colorado and PacifiCorp, respectively. Among other benefits, the investment is expected to generate federal production tax credits for the AEGON investors. Based in the Netherlands, AEGON's worldwide businesses focus on life insurance, as well as pension, savings and investment products.

We represented a subsidiary of AEGON as equity investor in Invenergy Wind LLC's 27-MW expansion of the Buffalo Mountain wind energy project located near Oliver Springs, Tennessee. Among other benefits, the investment is expected to generate federal production tax credits for the investor. Invenergy will sell the electricity output from the project to the Tennessee Valley Authority under a 20-year contract.

AES SeaWest WindPower
We assisted AES SeaWest WindPower in applying for approval for the Condon power generation facility located on agricultural land in Gilliam County, Oregon. The project required an exception to Statewide Planning Goal 3 (protecting agricultural lands) and required a conditional-use permit for the wind power generating facility. Furthermore, we were involved in negotiating and drafting proposed conditions of approval. The approval was not appealed and became final, allowing AES SeaWest to proceed with construction.

Altra, Inc.
We advised Altra in the purchase of a greenfield fuel ethanol production plant in Coshocton, Ohio, from the original developer, including the purchase and sale agreement and related due diligence; the negotiation of a related engineering, procurement and construction agreement with The Industrial Company; a related technology licensing agreement with Delta-T; and related supply and offtake agreements. Altra, a private biofuel company based in Los Angeles, is acquiring and developing a portfolio of renewable energy products and is focused on the production and sale of ethanol and biodiesel.

We assisted Altra in its acquisition of development rights and related assets from Oregon Trail Ethanol Coalition LLC. Altra plans to build a new ethanol plant on the site in Carleton, Nebraska. Our work encompassed negotiation of the purchase and sale agreement; an engineering, procurement and construction agreement; and supply and offtake agreements. The plant is projected to begin operation in 2007 and produce 110 million gallons of ethanol annually.

We represented Altra in securing $120 million in portfolio financing for its first three ethanol plants, which together have a projected output of 200 million gallons per year. Altra plans to reach 500 million gallons of biofuel production capacity through the acquisition of existing operating assets and the development of strategically located permitted facilities across the nation with state-of-the-art biofuel refining technology.

We also advised Altra Inc. in the purchase of an existing fuel ethanol production plant in Goshen, California from its original developer, including the related due diligence and proposal of necessary curatives for permitting and environmental issues.

Arizona Competitive Power Alliance
We represent Arizona Competitive Power Alliance in proceedings before the Arizona Corporation Commission regarding a rate request by Arizona Public Service Company (APS) to increase general electric rates and include rate recovery for certain merchant generating plants constructed by an APS affiliate, Pinnacle West Energy Corporation. Arizona Competitive Power Alliance is a consortium of 10 large energy companies with generating projects located in Arizona. Members include Calpine Corporation, Duke Energy North America, PG&E National Energy Group, Pacific Power & Light, Reliant Energy, Sempra Energy Resources, Shell Trading, Southwestern Power Group, TECO Power Services and Constellation New Energy.

Brookfield Power, Inc.
We advised Brookfield Power, Inc. in the drafting and negotiation of wind turbine supply and warranty, engineering procurement and construction, balance-of-plant, and related operations and maintenance agreements for its Prince I 99-MW and Prince II 90-MW wind energy projects, and assisted with project development matters related to its Blue Highlands 49.5-MW wind energy project, all in Ontario, Canada. Brookfield Power has developed and successfully operated hydroelectric power facilities, primarily in North America, for almost 100 years.

California Department of Water Resources
We successfully defended the California Department of Water Resources (DWR) in litigation involving termination of a 30-year wind energy contract with a wind energy facility on DWR land in the Altamont Pass area of Northern California. In 1997, owners and operators of the facility sued DWR for breach of contract, inverse condemnation and other alleged wrongs arising from DWR's termination of a 30-year wind energy contract. In early 2001, one of the cases settled. In the two actions that did not settle, DWR's exposure was more than $15 million. After a nine-week trial in San Francisco superior court, a jury returned decisive defense verdicts on all claims in four hours.

Calpine Corporation
We represented Calpine Corporation and its wholly owned subsidiary, Calpine Construction Finance Company, L.P., in issuing $800 million of institutional term loans and secured notes that refinanced one of the company's construction loan revolving credit agreements that had been used to construct a number of power plants. The offerings included an initial offering of $385 million of First Priority Secured Institutional Term Loans Due 2009 priced at LIBOR plus 600 basis points, $365 million of Second Priority Secured Floating Rate Notes Due 2011 priced at LIBOR plus 850 basis points and an additional offering of $50 million of Second Priority Secured Floating Rate Notes Due 2011 priced at LIBOR plus 850 basis points. The financing also included a mechanism for hedging the relative movement of prices for gas and electricity, or the so-called "spark spread." The notes and loans were secured by a portfolio of seven power plants located in six states. This transaction reflected an innovative approach to tapping the capital markets for financing that had previously been available primarily from commercial banks. Calpine, headquartered in San Jose, California is one of the largest U.S. independent power producers and the world's largest producer of renewable geothermal energy, with plants in the United States, Canada and the United Kingdom.

We represented Calpine Corporation in the $230 million project financing of the Riverside Energy Center, a 600-MW gas-fired combined-cycle power generation facility in Beloit, Wisconsin. The financing was provided by a consortium of banks led by Bayerische Hypo- und Vereinsbank, Bayerische Landesbank, CoBank, Credit Lyonnais and Norddeutsche Landesbank. The output of the plant will be purchased by Wisconsin Power and Light Company (a subsidiary of Alliant Energy) and Madison Gas and Electric Company under long-term contracts.

We represented Calpine Corporation in the construction and $106.3 million term financing of a new 303-MW dual-fired peaking plant in Aurora, Colorado.

We represented Calpine in the successful restructuring of its long-term contracts with the California Department of Water Resources (DWR). Calpine was the first major independent power producer to restructure its contracts with DWR. The Office of the Governor, the California Public Utilities Commission (CPUC), the Electricity Oversight Board (EOB) and the California Attorney General all endorsed these restructured contracts and, as part of the restructuring, agreed to drop all pending challenges, including withdrawing a section 206 complaint filed by the CPUC and EOB at the Federal Energy Regulatory Commission (FERC).

We assisted Calpine in its renegotiation of a 10-year power sales agreement with the City of Lodi, California. Under the terms of the revised contract, Calpine's obligations to deliver electricity ceased, and the parties agreed to an amount to be paid to Calpine in settlement of the City of Lodi's obligations under the contract. We then further assisted Calpine in selling this renegotiated contract and monetizing the installment payments due from the City of Lodi under a separate agreement with a major financial institution.

We represented Calpine in the negotiation of a five-year power purchase and sale agreement with Pacific Gas and Electric Company (PG&E) and the CDWR. The agreement calls for delivery of 110 MW of on-peak and up to 55 MW of off-peak geothermal power. We also represented Calpine in the negotiation of a long-term power sales agreement with utility Southern California Edison for 200 MW of geothermal power. Power delivered under this agreement will be generated by Calpine's Geysers generating facilities in Northern California.

We served as lead finance counsel to Calpine in connection with its two revolving construction financing credit vehicles: Calpine Construction Finance Company, L.P. (CCFC I) and Calpine Construction Finance Company II, LLC (CCFC II). CCFC I is the vehicle for a $1 billion nonrecourse revolving credit facility with Credit Suisse First Boston and Bank of Nova Scotia as the lead arrangers, which was the first nonrecourse construction revolver of its kind and was named 1999 North American Power Deal of the Year by Project Finance magazine. CCFC II is the borrower under a similar $2.5 billion nonrecourse revolving credit facility with Credit Suisse First Boston, Bank of Nova Scotia and six other banks serving as co-arrangers. CCFC II was named 2000 North American Power Deal of the Year by Project Finance. Calpine financed 17 power plants in 11 states under the CCFC I and CCFC II credit facilities in 2001. In total, the facilities will generate more than 11,000 MW of power.

On behalf of Calpine, we negotiated a 10-year, $4.6 billion fixed-price contract with the California Department of Water Resources (DWR) for 24/7 direct sale and delivery of power. The contract committed DWR to purchase up to 1,000 MW of electricity directly from Calpine starting in October 2001 and continuing through 2011. The contract was the first negotiated and signed with the state during the 2001 energy crisis and established the template for future contracts between the state and power suppliers that would eventually total $40 billion.

On behalf of Calpine, we negotiated a 10-year, $5.2 billion fixed-price contract with DWR for 24/7 direct sale and delivery of power. The contract committed DWR to purchase up to 1,000 MW of electricity directly from Calpine starting in July 2001 and continuing through 2011.

On behalf of Calpine, we negotiated a 20-year, $3.1 billion contract with DWR for the sale of 495-MW peaking generation. The contract provided DWR the option to purchase up to 2,000 hours of energy during certain peak periods from 11 new Calpine generating units sited in California. The new units are being constructed to help ensure the reliability of California's power grid during high power-demand periods.

Coos Bay-North Bend Water Board
We successfully defended the Coos Bay-North Bend Water Board's application for a water right in a contested case proceeding in front of the Oregon Water Resources Department. We also represented the Coos Bay-North Bend Water Board in connection with ESA issues concerning the expansion of a storage reservoir system.

Crockett Cogeneration
We represented Crockett Cogeneration, a California limited partnership, in connection with its refinancing for a 240-MW gas-fired power project in Crockett, California.

Dynegy Holdings Inc. and NRG Energy, Inc.
We advised Dynegy Holdings Inc. and NRG Energy, Inc. in performing due diligence and negotiating an asset sales agreement to purchase the Clark Generating Station and the Reid Gardner Station in southern Nevada. Dynegy is a leading provider of energy and communications solutions, and NRG is a worldwide independent power producer headquartered in Minneapolis, Minnesota.

El Segundo Power II LLC
We represented El Segundo Power II LLC in the successful permitting of the repowering of a Los Angeles-area power plant, providing 630 MW of needed electricity to the Los Angeles Load Center using clean, natural-gas-based, combined-cycle technology. The urban repowering project drew attention from numerous state agencies, cities, groups and individuals, and involved intense issue-based negotiation. The California Energy Commission approved the project by a unanimous vote.

Enel North America, Inc.
We represented Enel North America, Inc. with its due diligence investigation for its successful acquisition of an equity interest in TradeWind Energy LLC. Enel is a leading owner of hydropower, wind, biomass and geothermal renewable energy projects in the United States and Canada, operating more than 70 plants with a total installed capacity of more than 410 MW.

Energy Logics Inc.
We represented Energy Logics Inc., a wind developer with assets in Montana and Canada, in its acquisition by Spanish renewable energy company Naturener, S.A. Before the acquisition, Calgary-based Energy Logics was developing more than 1,600 MW of wind energy in North America and the Philippines.

We also represented Energy Logics in its negotiations with the Montana-Alberta Transmission Line for wind energy projects in Montana.

enXco, Inc.
We assisted enXco, Inc. with its asset sale and engineering, procurement and construction agreements to build the 100.5-MW Spearville wind energy project near Spearville, Kansas for Kansas City Power & Light. Based in Escondido, California, enXco is a renewable energy project developer and operations and maintenance contractor with projects throughout the United States.

We also assisted enXco in negotiating its joint venture arrangement with Power Holdings, a subsidiary of the Ross Management Group, to form Northwest Wind Partners, LLC.We advised enXco in the negotiation of wind turbine supply and related warranty agreements with Mitsubishi Power Systems, with subsequent negotiations for engineering, procurement and construction with D.H. Blattner & Sons, Inc., as well as with negotiations related to the tax-investor financing of the 60-MW Oasis wind energy generation facility in Riverside County, California.

We advised enXco in the development of the Chanarambie and Viking wind energy projects in Minnesota, with a combined output of nearly 100 MW. Our work included the preparation and negotiation of engineering, procurement and construction agreements, turbine supply, and operational maintenance agreements and related documentation, together with agreements and documentation related to the financing of these projects.

We assisted enXco in formulating a permitting strategy for the 180-MW Desert Claim Wind Power project to be located in Kittitas County, Washington. With our help, the Desert Claim project is utilizing a newly enacted county permitting process for wind energy development.

We advised enXco and negotiated on its behalf with a prominent U.S. supplier of wind turbines in relation to master agreements for the supply of and warranty coverage for more than 800 MW of 1.5-MW wind turbines for a series of wind energy generation projects throughout the Midwest and western United States. This transaction was the second largest supply transaction in the wind energy industry to date. We also advised enXco on a related master engineering, procurement and construction agreement.

Longview Fibre Company
We represented Longview Fibre Company in a billing dispute with Cowlitz Public Utility District and the Bonneville Power Administration regarding potential penalties to be imposed in connection with Longview Fibre's operation of its on-site generation facilities and the revenues it receives for electricity sales in the Northwest wholesale markets. We achieved a substantial reduction in the potential penalties to be assessed, with the remaining issues to be resolved through arbitration. Longview Fibre is a major manufacturer of value-added corrugated and solid-fiber containers, handle shopping and merchandise bags, and other paper products. The company operates one of the largest pulp and paper mills in the world in Longview, Washington and is a leader in recycled-content paper packaging.

Lovells
We advised Lovells, a London-based international law firm of 1,600 attorneys, and its Thai government-linked company on issues related to the building of a dedicated gas-fired generation facility in Thailand and the building of a transnational transmission system from Thailand into and throughout Cambodia.

Malibu Capital Partners
We are assisting Malibu Capital Partners in its proposed acquisition of an ethanol production facility in Goshen, California, including project due diligence and the negotiation and documentation of a complex acquisition agreement. The Goshen facility is the first large-scale ethanol plant in production in the state, designed to produce up to 25 million gallons of fuel-grade ethanol per year.

MidAmerican Energy Holdings Company
We represented MidAmerican Energy Holdings Company (MEHC) and PacifiCorp in securing the regulatory approvals in four states (Utah, Oregon, Washington and Idaho) for MEHC's $9.4 billion purchase of PacifiCorp. MEHC, a majority-owned subsidiary of Berkshire Hathaway Inc., wanted to move quickly on this acquisition, and we assisted the buyers in achieving the necessary state regulatory approvals within 10 months of the signing of the stock sale agreement. MEHC provides electric and natural gas service to more than 6.7 million customers worldwide.

NNG Financial Corporation
We represented NNG Financial Corporation, a wholly owned subsidiary of Northwest Natural Gas Company, in the sale of a group of oil and gas properties owned by NNG.

Northwest Energy Development LLC and Westward Energy LLC
We served as co-counsel in obtaining an Energy Facility Site Certificate from the Oregon Energy Facility Siting Council to allow the Summit Westward Project, a proposed 520-MW gas-fired energy generation project in Columbia County, Oregon to be built. We worked on all aspects of the energy facility siting permit application, including natural resources, environmental, land use, real estate and other permitting issues. We also represented the client in hearings before the Oregon Office of Energy hearings officer and the Oregon Energy Facility Siting Council. The Energy Facility Site Certificate was issued to our client in October 2002, making Summit Westward the first project to complete the expedited permitting process for energy generation facilities approved by the Oregon Legislative Assembly in 2001.

Northwest Wind Partners, LLC
We represented Northwest Wind Partners, LLC (NWWP), a joint venture of enXco, Inc. and Ross Management Group subsidiary Power Holdings, in the successful negotiation of an interconnection rights agreement with PacifiCorp. Under the agreement, the parties allocated interconnection rights and responsibilities for the interconnection of Phases 1 and 2 of a wind-generating facility under a single large generator interconnection agreement with the Bonneville Power Administration (BPA). The agreement allocated responsibility for payments to BPA for the costs of interconnection studies and construction of facilities as well as for transmission credits to be provided by BPA. NWWP focuses its wind power development activities in Washington and Oregon along the Columbia River.

NRG Energy, Inc.
We represented NRG Energy, Inc. in the sale of its interests in Penobscot Energy Recovery Company LP, the owner of a 25.3-MW solid-waste-to-electricity biomass facility in Orrington, Maine. Based in Princeton, New Jersey, NRG Energy owns and operates a diverse portfolio of power generating facilities, primarily in the Northeast, South Central and West Coast regions of the United States.

We represented NRG Energy, Inc. and its subsidiaries in connection with the sale of their interest in the Kingston Cogeneration Project, a natural-gas-fired power plant located near Kingston, Ontario, Canada.

We assisted NRG Energy, Inc. in performing due diligence and negotiating an asset agreement to purchase a 50 percent interest in the North Valmy Power Plant in northern Nevada. NRG is a worldwide independent power producer headquartered in Minneapolis, Minnesota.

NRG Energy, Inc. and Dynegy Power Corp.
We successfully obtained and defended a permit from the California Energy Commission (CEC) for the repowering of the El Segundo Generating Station in El Segundo, California. The plant is owned by NRG Energy, Inc. The project will provide needed and efficient combined-cycle gas turbine generating capacity in the heart of the Los Angeles area load center. The CEC issued the permit in 2004, but it was promptly challenged in the California Supreme Court by several environmental intervenors that argued the CEC should have honored objections offered by the California Coastal Commission. The California Supreme Court denied the intervenors' appeal, ending a five-year permitting battle.

NW Natural
We represented NW Natural in acquiring pipeline easements for more than 60 miles of natural gas pipeline traversing three counties in Oregon. Our representation included multiple contested possession hearings under tight timelines and one successful jury trial in Clackamas County Circuit Court. Portland, Oregon-based NW Natural buys natural gas from suppliers in the western United States and Canada and distributes it to residential, commercial and industrial customers in Oregon and southwest Washington.

We represented NW Natural in its general rate case filing with the Washington Utilities and Transportation Commission to increase its Washington rates by $7.9 million.

We represented NW Natural in its application to the Oregon Public Utility Commission for approval of a $38 million general rate increase, and in applications for a declaratory ruling and territorial allocation in connection with constructing a natural gas distribution system in Coos County, Oregon.

We represented NW Natural in the sale of Canor Energy, Ltd., a Canadian oil and gas exploration and production company, to Celsius Energy Resources Ltd., a Canadian exploration and production company owned by Questar Corporation, for $87 million.

Oregon Environmental Industries, LLC
We represented Oregon Environmental Industries, LLC in the development and financing of an electric generating facility powered by landfill gas located at the Dry Creek Landfill in Jackson County, Oregon. Our work included negotiating the terms of the engineering, procurement and construction contract; obtaining regulatory approvals; and negotiating the terms of the debt financing provided through the Oregon Department of Energy.

PacifiCorp
We helped PacifiCorp's hydropower relicensing division develop a settlement strategy and negotiate a settlement agreement for a new 50-year FERC license for PacifiCorp's Merwin, Swift No. 1 and Yale hydroelectric projects on the Lewis River in Washington State. The settlement agreement resolved issues related to the pending applications for new licenses for the projects and included 25 other parties, including several state and federal agencies, two Native American tribes, and multiple conservation groups, as well as a number of local government and citizen groups. The settlement agreement is comprehensive, covering fish passage, reintroduction of endangered anadromous fish above the dams, a hatchery and supplementation program, fish and wildlife habitat protection and enhancement, instream flows and recreation. We also assisted PacifiCorp in developing anadromous and resident fish biological evaluations as the basis for initiating Endangered Species Act consultation on the proposed new license. PacifiCorp is one of the lowest-cost electricity producers in the United States, operating as Pacific Power in Oregon, Washington, Wyoming and California, and as Utah Power in Utah and Idaho.

After federal and state agencies proposed costly conditions for PacifiCorp's new license for its Powerdale Project, a 6-MW run-of-river hydroelectric project on the Hood River in Oregon, the company decided it was in the best interests of its ratepayers to decommission the project. PacifiCorp hired Stoel Rives to work closely with its hydropower relicensing division to negotiate and draft a settlement agreement between PacifiCorp and federal, state and tribal governments, and nongovernmental organizations. After extensive discussion and disagreement on PacifiCorp's obligation to remove some or all project facilities (including the dam and an extensive flowline), the team of PacifiCorp and Stoel Rives was ultimately successful in negotiating a settlement that benefited the company and its ratepayers while achieving environmental goals important to the various stakeholders. Specifically, the agreement provides for the continued operation of the project through 2010 under agreed-upon conditions and the subsequent decommissioning of the project. By providing for PacifiCorp's continued operation of the project for several more years, the agreement allows the state and tribal governments to complete important anadromous fish studies being conducted at the dam. At the same time, continued operation should provide the funds necessary for PacifiCorp to remove the dam, thus responding to the concerns of stakeholders that the river be left free of fish passage impediments. Finally, the agreement includes a creative land management provision under which PacifiCorp will not be required to undertake costly flowline removal measures across all of its project lands, but instead will transfer those lands to a nonprofit organization that will manage the lands for environmental conservation.

We assisted PacifiCorp with its acquisition of real property and real property interests pertaining to all of the electric distribution facilities situated within the U.S. Army's former Defense Depot of Utah located in Ogden, Utah.

We assisted in the negotiation of a comprehensive settlement agreement for PacifiCorp's Umpqua Project, a 185-MW hydropower project located on the Umpqua River in southern Oregon. The Federal Energy Regulatory Commission (FERC) recently accepted the settlement and issued a new 35-year license for the project. We are advising the company on license implementation and defending the license and agreement before FERC. Working closely with PacifiCorp's hydropower relicensing division, we represented PacifiCorp in reaching settlement on recreation issues for its Bigfork Project, a 4.14-MW run-of-river project located on the Swan River in Montana. By resolving recreation issues in a settlement context, the company was able to focus its relicensing efforts on other resource issues important to the company, FERC, federal and state agencies, and other stakeholders. The settlement ultimately became part of PacifiCorp's new license for the project.

We represented PacifiCorp in a filing before the Washington Utilities and Transportation Commission for recovery of excess net power costs. The commission decision allowed PacifiCorp to reopen a five-year rate plan and submit a general rate case filing in Washington. In December 2003, PacifiCorp filed a general rate case seeking to increase Washington rates by $26.7 million.

We represented PacifiCorp in the sale of transmission assets located in Linn County, Oregon, to Emerald Peoples Utility District in settlement of a condemnation proceeding initiated by the district. PacifiCorp is part of Scottish Power plc, a leading international multi-utility company.

We represented PacifiCorp in the sale of distribution assets located in Cody, Wyoming, to the City of Cody.

We represented PacifiCorp in a wide variety of state utility regulatory proceedings in California, Idaho, Oregon, Utah, Washington and Wyoming. These proceedings included applications for recovery of excess power costs arising from the volatile wholesale power markets of 2000-01, general rate increase proceedings, special industrial customer contract negotiations and approval applications, applications for approval of corporate restructuring and applications for approval of the sale of generating facilities.

We represented PacifiCorp in connection with the formation and development of RTO West, a nonprofit regional transmission organization. RTO West will operate a transmission grid composed of transmission assets owned by PacifiCorp, Avista Corporation, the Bonneville Power Administration, the British Columbia Hydro and Power Authority, Idaho Power Company, Northwestern Energy, Nevada Power Company, Portland General Electric Company, Puget Sound Energy Company and Sierra Pacific Power Company. The new integrated transmission grid, along with RTO-operated ancillary service and imbalance energy markets, will span eight western states and one Canadian province. Our work has included negotiation of an acceptable governance structure; development of corporate documents, transmission operating agreements and related documents among transmission owners and RTO West; and submission of two successful filings with FERC. PacifiCorp has been a leader in the Pacific Northwest and Intermountain West transmission restructuring efforts encouraged by FERC's Order 2000.

We represented PacifiCorp in the strategy and negotiation for its traditional relicensing process for the Soda, Grace-Cove and Oneida hydroelectric projects, which together comprise the Bear River Projects and collectively generate approximately 84.5 MW of electricity. Resource agency recommendations and mandatory conditions brought forward during the relicensing process would have required PacifiCorp to implement cost-prohibitive fish passage measures. We assisted PacifiCorp in drafting and negotiating a settlement with federal and state resource agencies, impacted Native American tribes and nongovernmental organizations. The settlement agreement allows the projects to continue operations for an additional 30 years without fish passage measures, through the implementation of habitat enhancement and restoration measures by a team composed of settlement-party representatives.

We represented PacifiCorp in federal court in Wyoming in a breach-of-contract action against a supplier of coal to PacifiCorp's Glenrock, Wyoming Dave Johnston Power Plant. PacifiCorp obtained summary judgment, recovering the full amount of damages sought. The defendant has now appealed that judgment to the Tenth Circuit Court of Appeals.

We assisted PacifiCorp in negotiating a long-term agreement to purchase the output of the 50-MW Rock River One Wind Project in Wyoming. The transaction involved complex negotiations with SeaWest WindPower, Inc., which was developing the project, and an equity investor.

We successfully represented PacifiCorp in obtaining an injunction to prevent the manager and operator of California's deregulated wholesale electricity markets, the California Power Exchange, from imposing multimillion-dollar charge-backs against PacifiCorp arising out of the default of California's failing utilities, Southern California Edison Company and Pacific Gas and Electric Company.

We represented PacifiCorp in connection with its negotiating and entering into two 364-day credit facilities in the amount of $880 million. The lenders include JPMorgan Chase, Royal Bank of Canada and an international syndicate of financial institutions.

We represented PacifiCorp in the sale of the 1,300-MW, coal-fired Centralia Steam Electric Generating Plant and Centralia Coal Mine for $550 million. The plant was jointly owned by a consortium of three corporations, the cities of Seattle and Tacoma, and two municipalities. As counsel to PacifiCorp, the largest consortium interest holder, we led PacifiCorp through structuring the transaction, resolution of all issues and consummation of the sale. We also served as lead law firm, coordinating the legal efforts of the six other selling entities and their counsel in order to satisfy all of the buyer's closing conditions. Because the plant was sold by seven separate entities and involved significant energy, real estate and regulatory issues, the transaction and closing were particularly complex.

We represented PacifiCorp in a dispute arising out of the failure of an electric utility to honor its contractual obligation to offer energy to PacifiCorp during a period of escalating electricity prices. In addition to filing an arbitration demand, we assisted the company in pursuing nontraditional avenues of recovery as well as in face-to-face meetings with representatives of the other utility. The matter was resolved swiftly and on favorable terms.

We represented PacifiCorp in a corporate restructuring filing submitted for regulatory approval in Oregon, Washington, Idaho, Wyoming and Utah, which would result in the restructuring of the company into six state electric companies, a generation company and a service company.

We represented PacifiCorp in a general rate proceeding before the Washington Utilities and Transportation Commission. The proceeding was PacifiCorp's first since 1987, and we were successful in obtaining higher rates.

We represented PacifiCorp in litigation that sought a declaration that it did not breach a 20-year power purchase agreement. Lakeview Power counterclaimed for $70 million in damages. We received a verdict in PacifiCorp's favor after a two-and-a-half-week trial.

We represented PacifiCorp in BPA's wholesale power and transmission rate cases and in negotiations for new power sales contracts.

We are assisting PacifiCorp in negotiating a comprehensive settlement agreement among NMFS, USF&WS, BLM, USFS, ODFW, OWRD and ODEQ for the relicensing of the North Umpqua Hydroelectric Project on the North Umpqua River in Douglas County, Oregon. The project includes eight dams and related facilities on USFS and BLM land and generates approximately 145 MW of power. The proposed settlement would resolve a host of complicated resource issues involving fish and wildlife, water quality, erosion control, recreation and vegetation management. Further, the proposed settlement would encompass numerous federal and state regulatory agencies with authority under the Federal Power Act, National Forest Management Act, Wild and Scenic Rivers Act, Northwest Forest Plan, CWA and ESA. The proposed settlement represents a culmination of over three years of intensive negotiations among the parties and is unprecedented in terms of its scope and public visibility. We have played a key role in negotiating, drafting and advocating for the proposed settlement and in coordinating and organizing technical and legal information required to achieve settlement.

We represent PacifiCorp with a number of issues related to its ownership and operation of several dams and hydroelectric-generating facilities on a major river in Washington. We assisted the client in developing a relicensing strategy that involved petitioning FERC to use the alternative licensing procedures, recognizing that maintaining the cooperative and collaborative nature of the alternative licensing process was essential for ultimate settlement. As part of an effort to ensure compliance with the ESA and accelerate the settlement discussions in the licensing process, we entered into a consultation with FERC, USF&WS and the NMFS regarding current operations of the project and impacts on listed species, thus protecting the company from liability pending a new FERC license. We negotiated innovative commitments to acquire and preserve habitat as mitigation for the project.

We assist PacifiCorp with respect to ESA compliance and Federal Power Act licensing for the Klamath Hydroelectric Project. We also represent the company in pursuing its water rights in the Klamath Basin adjudication. These efforts have required development of creative, multiparty habitat restoration projects to benefit endangered species potentially affected by the project. Parties participating with PacifiCorp in this work include the Nature Conservancy, the USF&WS, the Bureau of Reclamation, the Klamath Tribes and the ODFW.

Pacific Power
We represented Pacific Power in its rate case filing with the Wyoming Public Service Commission to increase electric rates by $41.8 million in Wyoming. Pacific Power is an operating division of PacifiCorp, an investor-owned electric utility serving approximately 1.5 million customers in six western states.

We represented Pacific Power in achieving a $64.4 million general rate increase from the Oregon Public Utility Commission. We also assisted Pacific Power in obtaining rate increases to recover its extraordinary power costs associated with the crisis in the Western energy markets in 2001. In Oregon, Pacific Power was allowed to increase rates by $22.8 million in 2001 and to defer an additional $150 million of power costs for possible later recovery in utility rates.

Peoples Energy Resources Company and COB Energy Facility LLC
We represented Peoples Energy Resources Company, a supplier of natural gas to the residents and businesses of Chicago and northeastern Illinois, in successfully permitting the 1,160-MW COB Energy Facility in Klamath County, Oregon. Our work included real estate transactions and land use and environmental permitting and compliance. This project is the first major air-cooled natural gas plant designed to conserve water that has been permitted in Oregon. We prevailed in a highly complex, litigated Energy Facility Siting Council process spanning several years. The precedent-setting opinion issued by the Oregon Supreme Court is highly significant for Oregon energy facility siting, adding a great deal of certainty and predictability to the process. It also does much to clarify the law dealing with judicial (appellate) jurisdiction and review of agency rulemaking and policy in contested case proceedings.

Portland General Electric Company
We represented Portland General Electric Company (PGE) in developing a request for proposal for acquiring software and system components for its automated meter-reading project. PGE is Oregon's largest utility, serving 780,000 customers in a 4,000-square-mile area of northwest Oregon.

PPM Energy, Inc.
We represented PPM Energy, Inc. and its wholly owned subsidiary ENSTOR in a multimillion-dollar purchase-price adjustment arbitration. At issue was the actual capacity of a gas storage facility that PPM was purchasing from the seller. Portland, Oregon-based PPM has a portfolio of more than 1,600 MW of wind power under its control, in operation or under construction, and is a leading power marketer.

We represented PPM in all aspects of the application process for and procurement of local, state and federal permits and approvals for the Big Horn Wind Power project, a 250-MW wind plant in Klickitat County, Washington. We also assisted PPM in a wide array of wind leasing, real estate and other transactions related to the project. Opposition and several appeals emerged from various interest groups against the permits. These were either dismissed or resolved in PPM's favor.

We represented PPM before the Oregon Energy Facility Siting Council in obtaining a site certificate for PPM's 94-MW Klamath Generating Peakers, a gas-fired aeroderivative energy and telecommunications/ environment and natural resources plant built as a temporary facility during the 2000-01 Western energy crisis. With the site certificate, the project can operate permanently.

We assisted PPM before the Oregon Energy Facility Siting Council in obtaining a site certificate for PPM's proposed 500-MW Klamath Generation Facility, a natural-gas-fired, combined-cycle plant adjacent to the existing Klamath Cogeneration Plant. The Klamath Generation Facility will be one of the first plants in Oregon to use reclaimed water from a municipal wastewater system for cooling, and its site certificate incorporates a creative water mitigation plan negotiated to address water shortage issues in the Klamath Basin.

We represented PPM Energy, Inc. in the acquisition of development rights for the 100-MW Trimont wind energy generation project in Jackson and Martin counties, Minnesota, scheduled to be constructed and begin operations by year-end 2005.

We helped PPM obtain the necessary land use approvals to develop the 50-turbine, 75-MW Klondike II wind energy generation project in Sherman County, Oregon. The project is under construction and scheduled to be operational by year-end 2005. We also represented PPM in the negotiation of a power purchase agreement for the sale to Portland General Electric Company (PGE) of all the wind energy and associated green tags generated by the facility, including a shaping and firming service in which PPM "shapes" the intermittent wind energy to deliver a predictable amount of electricity to PGE.

We advised PPM Energy, Inc. in the acquisition of the development assets and construction of its Flying Cloud Project, a 44-MW wind energy project in Dickinson County, Iowa. We drafted and negotiated the acquisition agreement and related documentation; assisted with real estate, permitting, environmental and other commercial due diligence for the acquisition; and represented the company in obtaining necessary regulatory approvals. Following the acquisition, we drafted and negotiated the turbine supply and construction-related documentation with the equipment vendors and construction contractor. The Flying Cloud Project achieved commercial operations in December 2003.

We advised PPM Energy with its Mountain View III Project, a 22.44-MW wind energy project in Riverside County, California. We drafted and negotiated turbine acquisition and construction agreements for the project with SeaWest WindPower, PPM's co-venturer and contractor, and Vestas America, the turbine supplier. We also advised PPM in the negotiation of a power purchase agreement with San Diego Gas & Electric for the sale.

We represented PPM Energy in its negotiations with Shell Wind Energy in the joint development of the 162-MW Colorado Green Project in Prowers County, Colorado, as well as negotiations with GE Wind Energy, LLC for the acquisition of the project development rights and the engineering, procurement and construction of the project. We also advised PPM regarding the project financing.

We advised PPM Energy in the acquisition of development rights for a proposed 75-MW expansion of PPM's Klondike I wind power plant, including the preparation and negotiation of the acquisition agreement and related transaction documentation. Klondike I is a 24-MW plant located in Sherman County, Oregon.

We advised PPM Energy, Inc. in the acquisition of the assets of Aquila, Inc.'s Katy gas storage facility, two development opportunities and two other storage facilities. We assisted in negotiating and drafting the purchase agreement and with title, environmental and commercial due diligence. We also represented the company in an arbitration regarding the performance of the Katy facility, which led to a material reduction of the purchase price. The Katy gas storage facility, located 20 miles west of Houston, Texas, has a working capacity of 21 billion cubic feet of gas.

We advised PPM in the negotiation of a power purchase agreement with Eugene Water & Electric Board for the sale of a 25-MW portion of the energy and environmental attributes from the Stateline Wind Energy Center.

We advised PPM in the development of a 100-MW gas-fired simple-cycle peaking unit near the existing Klamath Cogeneration Plant. As part of this effort, we negotiated a site lease with Collins Products LLC, agreements with the City of Klamath Falls and a construction contract for the project. We also assisted PPM in obtaining permits and a legislative exemption needed to site the new facility on an expedited basis.

We assisted PPM in negotiating a series of power purchase agreements under which a portion of the Klamath Cogeneration Plant's energy and capacity will be sold to Sacramento Municipal Utility District, Snohomish Public Utility District and other purchasers.

We represented PPM in negotiating agreements to market the power output for the Klamath Cogeneration Plant Project. The Klamath Cogeneration Plant Project is a 500-MW gas-fired power plant that provides power to public and private entities, including the Modesto Irrigation District and Seattle City Light.

Regional Transmission Organization
We are one of the lead law firms in the creation of the Regional Transmission Organization (RTO-West), a new business entity designed to facilitate competitive and efficient access to the transmission grid through the Intermountain West. Our role includes assisting in the design of the RTO system; determining pricing, reliability and contractual issues related to the provision of services; and filing the application with FERC.

RES North America
We represented RES North America in connection with real estate acquisition and development permitting for the 350-MW Hopkins Ridge wind energy generation project in eastern Washington. Our work included project siting, transmission and participating in negotiation of various agreements, including an asset purchase agreement with Puget Sound Energy. RES North America is the U.S. affiliate of U.K.-based Renewable Energy Systems Group, one of the world's largest wind energy companies, with more than 6,000 MW of projects on four continents.

ScottishPower plc
We represented ScottishPower plc in the sale of all of the issued and outstanding common stock of PacifiCorp to MidAmerican Energy Holdings Company, a majority-owned subsidiary of Berkshire Hathaway Inc., for a purchase price of approximately $5.1 billion in cash and the assumption of approximately $4.1 billion in debt. We also assisted ScottishPower with the management of the transaction as well as with management transitions at PacifiCorp during the 10-month period from the signing of the stock sale agreement to the closing of the transaction. ScottishPower is an international energy company made up of four businesses: Energy Retail, Energy Wholesale and Energy Networks in the United Kingdom, and PPM Energy in the United States. Through these businesses, ScottishPower provides electricity, transmission and distribution services in the United Kingdom; supplies electricity and gas services to more than 5.2 million homes and businesses across the United Kingdom; and operates electricity generation and gas storage facilities in the United Kingdom, United States and western Canada.

Stateline Wind Generating Project
We represented PPM Energy, Inc. and FPL Energy, LLC in various aspects of the development of the 300-MW Stateline Wind Energy Center that spans the Washington-Oregon border southwest of Walla Walla, Washington. We assisted FPL Energy on all development issues related to the project, including site leasing, environmental permitting, tax status and construction contracting. FPL Energy is the largest developer and operator of wind energy facilities in the nation, with more than 1,000 MW of wind turbines in operation or construction in seven states.

We represented PPM Energy in negotiating an agreement with FPL Energy to develop and market power from the 300-MW Stateline Wind Energy Center. PPM will purchase and market the project's entire output over a 25-year period. We assisted PPM in negotiating the following agreements:

• a long-term power purchase agreement under which the Bonneville Power Administration will purchase from PPM up to 90 MW of renewable energy generated by the Stateline project;
• a long-term power purchase agreement under which Seattle City Light will purchase from PPM up to 150 MW of renewable energy generated by the Stateline project; and
• a power purchase agreement with Eugene Water & Electric Board for the sale of a 25-MW portion of the energy and environmental attributes from the Stateline project.

Sunriver Water Company
We represented Sunriver Water Company on its application to the Oregon Public Utility Commission for approval of a water rate increase and advised the company on regulatory requirements for long-term borrowings.

U.S. Geothermal Inc.
We represented U.S. Geothermal Inc. in the placement of $34 million of equity with Raft River Holdings LLC, an affiliate of a national financial institution, in the first transaction in the United States to use federal production tax credits for geothermal energy projects. U.S. Geothermal is a Boise-based renewable energy company developing electrical power from geothermal resources.

Utah Power
We represented Utah Power in achieving a $41 million general rate increase from the Utah Public Service Commission. In addition, we assisted Utah Power in obtaining authorization to defer certain power costs associated with extraordinary price increases in the Western energy markets and the impacts due to the outage of a company-owned generating unit. These deferred power cost filings, submitted in Utah, Wyoming and Idaho, may allow the company to recover these costs through future rate increases.

VeraSun Energy Corporation
We served as primary outside counsel to VeraSun Energy Corporation on a variety of matters, including organizational, corporate, securities law and financing. Our work included the project financing of a 100-mgy fuel ethanol plant in Brookings, South Dakota. We also assisted VeraSun in connection with its construction contract for this plant.

Verizon Communications Inc.
We represented Verizon Communications Inc. in proceedings in both Washington and Oregon regarding its certification as an eligible telecommunications carrier. The complicated, multiparty proceedings resulted in the adoption of rules for ongoing recertification. New York City-headquartered Verizon Communications is a Fortune 20 telecommunications company serving 44 countries in the Americas, Europe, Asia and the Pacific.

Client Name Withheld
We assisted an independent power producer in Oregon in obtaining an air permit allowing the installation and operation of several natural-gas-fired turbines. The Oregon rules allow for an independent permitting track for facilities to be operated for two years or less, but the rules were vague and had never been used. We worked closely with the client and the Oregon Department of Environmental Quality to negotiate guidance allowing the use of these permitting provisions. This ultimately allowed the facility to obtain a Prevention of Significant Deterioration permit 53 days after submittal of the application.