Global Gas and LNG Practice

ESG Global Gas and LNG Practice WE KNOW ENERGY ®

The Critical Role of Gas in the Global Energy Market

Natural gas has a bright future – in the short, medium and long term. Gas demand will continue to grow globally for the foreseeable future, and the cleaner nature of gas compared to more carbon-intensive fossil fuels makes gas perfectly placed to act as the transition fuel of choice as the global energy sector strives to reduce its global carbon footprint. From our US, UK and Middle East offices, Bracewell’s full-service global gas and LNG practice provides clients with practical and innovative solutions to the issues facing the evolving global gas sector. We understand that the global gas industry is influenced by markets, government regulations, economic trends, technological advancements, geopolitics, and other global forces, and our lawyers anticipate the direction of the global gas market to ensure that our clients are prepared for changing dynamics and stay ahead of the curve. We Know Energy ® We are regularly recognised for our excellence in relation to the work we do for the oil and gas industry by a number of global legal and business publications and organisations – including Chambers (worldwide), The Legal 500 and International Financial Law Review 1000.

Helping clients shape the future of the global gas industry and a lower carbon economy.

“Best oil and gas-focused legal practice in London.” – Chambers Global 2021 “The practice has in-depth knowledge of the oil and gas industry and is expert in project finance.” – The Legal 500 UK 2022 “Know the oil and gas sector incredibly well.” – The Legal 500 UK 2022 “The years of experience that a number of their lawyers bring to the table, combined with their ability to provide sufficient and qualitatively impeccable resources to a deal team, enables them to successfully finalise very complex and difficult transactions within the

• In 2021 Chambers Global ranked Bracewell’s Oil & Gas (Regulatory & Litigation) group as Band 1 for the seventh consecutive year.

• U.S. News – Best Lawyers® named Bracewell as the 2022 “ Law Firm of the Year ” in Oil & Gas Law.

• In 2018, our London energy teamwas named Legal Services Provider of the Year by the Petroleum Economist for the second time.

required timelines.” – Chambers UK 2022

• Our Dubai teamwas awarded the “ Infrastructure and Energy Projects Team of the Year ” at the 2021 Middle East Legal Awards. This was the third year Bracewell has achieved this recognition for our work on renewable energy projects in the Middle East and Africa region.

“Bracewell is a strong team with breadth and depth of experience. They are capable of mobilizing at a moment’s notice and following through no matter what it takes.” – Chambers USA 2021

• In 2017, The Legal 500 UK recognized our London Energy practice as the Leading Oil and Gas Specialist Firm .

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Full Service Expertise in the Global Gas Sector

Bracewell’s global gas practice has extensive experience across transactional and corporate matters, project development, finance, commercial, regulatory and environmental issues and disputes along the gas value chain. • Transactional and Corporate Expertise — Our transactional lawyers advise national gas companies, majors and super-majors, independent gas companies, start-ups, trading houses, lenders, private equity firms and other strategic investors on the full range of corporate and transactional matters across the gas value chain. We get deals done effectively and efficiently - we assess our clients’ options, develop strategic solutions, align our clients’ interests with other stakeholders, and negotiate and document complex gas exploration, development and production transactions around the world. • Project Development Expertise —We help our clients structure and finance first-of-their kind gas projects across the gas value chain. Bracewell has a proven track record of helping clients to successfully develop gas-to-power projects, domestic and cross-border pipelines, gas storage facilities, LNG import and export projects and other gas commercialization projects across the globe. We create contractual frameworks (including the implementation of the relevant procurement strategy for the project) that ensure that the different components of a major gas project, and the players involved in the project, work seamlessly together.

• Commercial Agreements Expertise — Our lawyers have experience with, and regularly negotiate and draft, the core commercial agreements that underlie the natural gas industry, whether gas transportation agreements, storage agreements, purchases and sales agreements, gas processing, LNG sale and purchase agreements (SPAs), LNG facility tolling agreements, NGL-related agreements, including processing, transportation and fractionation, and other agreements, whether based on standardized forms or bespoke agreements negotiated for particular transactions. We know the business and we know how the business is done by our clients. That knowledge allows us to help our clients advance transactions and projects based on intimate knowledge and experience with the applicable agreements. • Regulatory Expertise — Bracewell’s globally recognized regulatory, compliance and public law specialists provide critical guidance into the evolving regulatory environment in which gas projects and transactions are taking place. We understand our clients’ obligations under applicable regulations, develop models that are compatible with those regulations, and align our clients’ commercial objectives with the applicable regulatory regime. Our team guides our clients through gas and LNG marketing and trading regulations, sanctions, anti-bribery and corruption rules, and permitting requirements. • Disputes Expertise — Bracewell’s acclaimed dispute resolution team has handled almost every type of dispute affecting the global gas industry. The team has experience in resolving gas-related disputes around the world through international arbitration under all major arbitration regimes (including LCIA, ICC, SIAC, ICSID and UNCITRAL) and litigation. Our deep knowledge of the gas sector, and extensive history of advising on gas disputes, helps us anticipate arguments to best prepare our clients for proceedings resulting in successful outcomes.

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• Finance Expertise — Bracewell’s preeminent finance practice provides advice to financial institutions (including banks, multilaterals and export credit agencies) and project sponsors on the full spectrum of financings in the gas sector. Our unique depth of experience of the reserve-base lending (RBL) market covers the full range of upstream debt products. We advise on the full range of other debt products seen in the gas industry, including high-yield bonds, acquisition financings and corporate debt facilities. Our project finance practice is focused on large-scale multi-sourced energy (including gas and LNG) and infrastructure projects, many of which are “first-in country” or “first of a kind”. Our experienced team of project finance lawyers have advised on multi-billion dollar energy projects in jurisdictions across the globe. Our team’s breadth and depth of project finance experience, as well as our experience in advising both borrowers and lenders on large-scale cross-border project financings in emerging jurisdictions, gives us a thorough understanding of the challenges faced by all participants throughout the life cycle of a project financing. • Environmental and Clean Energy Expertise — The global gas sector is facing unprecedented change as the world moves towards a lower carbon economy. We have been helping our clients in the gas sector to rethink strategy and optimize efficiencies across the gas value chain. We are assisting clients with a range of carbon management initiatives to make gas greener so that gas remains a viable component in the world’s future energy mix. We are at the forefront of US policy initiatives regarding the permitting of new natural gas infrastructure, advising individual clients and trade associations on the implications of policy initiatives on projects and the shaping of such policies. We combine our in-depth knowledge of global political agendas and trends, and the myriad of international and national laws, to advise on compliance and risk mitigation strategies. • Specialist Support — Our global gas and LNG group are supported by a wide range of other specialists across the firm who are fully integrated into the team. Our specialists in tax, private equity, real estate, intellectual property and other disciplines are called upon as necessary to provide expert advice in relation to a myriad of issues that may arise in connection with gas transactions, projects, financing and disputes.

Our Global Gas and LNG Clients

Anglo Tunisian Oil & Gas Limited

Apache Corporation

Castleton Commodities International LLC

Cheniere Energy, Inc.

Delek Drilling L.P

Delfin Midstream Inc.

DTE Energy

Eni S.p.A

Energy Regulatory Authority of Tanzania

Enterprise Products

EOG Resources, Inc.

Establissements Maurel & Prom SA

Genel Energy plc

German LNG GmbH

Golar LNG

Harvest Midstream Company

Impact Oil & Gas Ltd

Kinder Morgan, Inc.

Neptune Energy

New Age (African Global Energy) Ltd

Parsley Energy Inc.

Pembina Pipeline Corp.

Pioneer Natural Resources Company

Premier Oil

Savannah Petroleum plc

Shell Energy North America (US), L.P.

SPE Guinea Bissau AB

Targa Resources

TC Energy

Total S.A.

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Deep Experience across the Global Gas Value Chain

Bracewell’s global gas practice has extensive experience across the entire gas value chain – from upstream gas production to downstream gas sales, and everything in between.

Industrial Commercial Residential Power Petrochemicals Transport (compressed natural gas)

LAND

Transportation Pipeline

Transmission & Distribution

Exploration & Production

Processing

SEA

Transport (oil products)

Liquids

Gas-to-liquids Plant

Upstream Gas Transactions

We help our clients acquire and develop upstream gas interests and invest in upstream gas developments, advising them on negotiations with other stakeholders, national gas companies and host governments. We have extensive experience assisting clients on merger and acquisition activity across the globe, ranging from cross-border asset deals to hybrid and bespoke transactional structures, and from small-scale farm-outs to high-value corporate and asset transactions.

Our lawyers have advised on:

• The sale and purchase of upstream gas assets and associated infrastructure across the globe, having acted on transactions on every continent, assisting on deals in traditional gas markets and new frontier regions • Arbitrations in relation to liability for costs under a PSC, gas metering and allocation disputes, gas supply (as LNG feedstock) agreements, and termination and breach disputes under a range of contracts pertaining to gas assets • Decommissioning and abandonment of gas fields in mature markets, notably the Gulf of Mexico and the UK North Sea • Multiple single and cross-border gas field unitizations • Financing of the development of gas fields using RBL financing, and conventional and hybrid debt products including revolving credit facilities • Drilling contracts on behalf of operators and oil and gas service companies • Carbon capture initiatives in connection with oil and gas enhanced recovery projects • Front-end engineering and design (FEED) contracts, Transportation and Installation (T&I) contracts, Engineering, Procurement and Construction (EPC), Engineering, Procurement, Construction and Installation (EPCI) contracts and Engineering, Procurement, Construction, Installation and commissioning (EPCIC) contracts) relating to upstream gas projects across the globe

Production sharing contracts, licenses, and concessions

Joint operating agreements and shareholders’ agreements

Share purchases and asset sales and farm-outs

Upstream financing

Unitization

Decommissioning and abandonment

Commercialization of shale gas

Commercialization of non-associated and associated gas

Drilling, seismic and G&G contracts

Carbon capture

FEED, T&I, EPC, EPCI and EPCIC contracts

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Midstream Gas Transactions Our deep experience in the global gas midstream segment covers gas processing, transportation and storage as well as the related NGL value chain. Bracewell has been at the forefront of a number of domestic and cross- border gas pipeline projects, both internationally and including a number of US cross-state pipelines. We help our clients navigate through the unique and complex regulatory, commercial and geopolitical challenges associated with developing gas transportation infrastructure. Our transactional and regulatory lawyers assist developers, operators and investors to develop gas pipelines, helping them mitigate construction, capacity, supply and credit risk.

Our lawyers have advised on:

Pipeline EPC contracts

• All commercial agreements for the financing and development- of gas processing plants globally

Unprocessed and processed gas and NGL transportation and storage agreements

• The development of, and transactions involving, a number of domestic US, US-Canada and US-Mexico gas pipelines, the SCP pipeline in the Caspian region, European pipelines, and cross-border gas pipelines in Africa • ICC arbitrations relating to send-or pay provisions in a long term gas transportation and processing agreement, the sale of pipeline gas, and the operation of a transnational pipeline • Intergovernmental and host government agreements for cross-border gas pipelines in Africa and Europe • FERC application and certificate processes and FERC and DoE regulatory compliance • Financing of domestic and cross-border pipelines through traditional credit facilities and hybrid financing models • Commercial agreements necessary for the development and financing of processing, pipeline and storage projects

Midstream financing

Regulatory compliance and permitting

Intergovernmental and host government agreements

Gas allocation agreements

Open season and third party access

Midstream carbon capture

Allocation and metering disputes

Energy charter treaty and bi-lateral investment treaties

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Downstream Gas Transactions Bracewell supports our clients in finding the optimum commercialization of their gas assets using our long and deep history in gas marketing, sales and trading. Volatility and trading have always been an integral part of the oil and gas business, and we help our clients to hedge against price risk in the gas sector. We understand gas pricing in the different global gas markets, and how to help mitigate the risks associated with differences in the price spread between the various gas indexes (including Henry Hub, NBP and TTF pricing). We are a leading law firm in compliance with commodity trading regulations and the defense of enforcement of those regulations by regulators.

Our lawyers have advised on:

Gas marketing agreements

• Political risk insurance coverage for long term take-or-pay gas supply arrangements • Long and short term gas sales • Enforceability of force majeure provisions under a gas supply agreement due to diversion of gas to an alternative end market • Development, training and compliance in commodity marketing and trading businesses • Gas pricing disputes • Development and financing of ethane and propane facilities • Arrangements for the delivery of NGLs to manufacturing facilities

Gas sales agreements, including NGLs

Price hedging

Contracts for difference (CFDs), Exchange-traded funds (ETFs), Options

Portfolio management

Pricing disputes

Commodity trading regulations

• Gas price hedging arrangements • Long and short term gas sales

Downstream financing

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Liquefied Natural Gas (LNG) Our lawyers’ experience is drawn from acting on major LNG import and export projects across the globe. We understand the full LNG value chain from liquefaction and sales of LNG to re-gasification and marketing of re- gasified LNG. We have represented numerous clients in connection with the construction and operation of LNG liquefaction and re-gasification terminals in the US, Australia, the Middle East, Africa and Europe – adding value by understanding the challenges in different markets. We have been involved from the outset of LNG projects – advising on the appropriate project structure and regulatory requirements – as well as assisting clients acquire interests in LNG projects. We help clients buy and sell LNG by negotiating complex and flexible long- and short- term LNG sale and purchase agreements.

Our lawyers have advised on:

• Proposed floating LNG liquefaction projects in Equatorial Guinea, the US and Canada including project structuring, host government arrangements, LNG sales agreements, chartering agreements, joint venture arrangements, project financing, and construction and operation and maintenance • Various aspects of multi-billion dollar liquefaction projects in Mozambique, Papua New Guinea and Egypt • FEED, EPC and associated contracts for floating LNG export projects (FLNG) and Floating, Storage and Regasification Unit (FSRU) facilities • Disputes relating to the scheduling of LNG cargoes, price reviews, take-or-pay, metering, LNG specifications and force majeure, as well as the applicability of contractual limitations to such claims • Regulatory approvals associated with the development of US LNG liquefaction export facilities • Disputes related to regulatory and compliance issues for US LNG liquefactions projects • Settlement negotiations relating to a series of related arbitrations involving the host Government and natural gas company in relation to gas feedstock supply to, and tolling capacity in, an LNG export facility • Range of issues in connection with LNG Sale and Purchase Agreements, including a comparison of default scenario (non-delivery) options under FOB and DES LNG SPAs • Development of the proposed first large-scale LNG import terminal in Germany • The negotiation of host government agreements for LNG projects, including preparing a template host government agreement for the State of Papua New Guinea

Project structuring and development, including commercial agreements, financing, permitting and governmental authorizations

Liquefaction tolling agreement

Regasification terminal services and facility use agreements

FEED and EPC contracts for FSRU and FLNG facilities

LNG Sale and purchase agreements

Joint marketing agreements

Shared facility agreements

FSRU and FLNG projects

MSPAs

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Clean Energy Projects and Carbon Management Our lawyers are entrenched in the diverse range of international and national environmental and climate change laws and regulations that create the framework for reducing carbon emissions globally. We understand that the gas industry is under pressure to become “cleaner and greener” by ensuring lower methane emissions in order to play a role in the future global energy mix. We help our clients in the gas sector to comply with the increasingly complex climate change and ESG legislation, regulation and policy and to secure efficiency improvements. Many of our clients have set their own carbon emissions reduction targets and we are working alongside them to achieve those targets. Unique among law firms, Bracewell’s Policy Resolution Group houses substantive excellence on policy developments, as well as key relationships with people inside the US federal government shaping the relevant policies, including the White House, the Council of Environmental Quality, the Congressional committees of substantive jurisdiction, and the key Executive Branch agencies.

Our lawyers have advised on:

• Development of environmental and social governance policies • Compliance with clean energy standards • Carbon capture and storage, membrane separation and concentration, and absorption technologies advice • Patent prosecutions • Sustainability bond offerings • Acquisition of carbon capture technology and facilities • US tax incentives

Reporting requirements

Evaluation of carbon solutions

Green energy bonds

Financing green gas projects

Climate change litigation

Accessing federal and state incentives

Articulating ESG credentials

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Gas and LNG Representative Matters

• Anadarko (now Total Mozambique) — various aspects of its participation in the $20 billion+ Area 1 Mozambique LNG export project, including on the complex unitization of a 70 tcf + gas reservoir • Apache Corporation — disposal of its operated interest in the SAGE System, a major gas pipeline system and gas processing terminal in the UK, to Ancala Partners, and on Apache’s associated long- term gas transportation and processing agreement • Apache Corporation — execution of a long-term agreement with Enterprise Products Partners L.P., relating to the Alpine High natural gas liquids project and the Enterprise Shin Oak pipeline • BG Group (now Shell) — proposed development of a greenfield subsea pipeline to transport gas from the Leviathan field offshore Israel to the ELNG plant in Egypt and associated gas purchase arrangements • Chevron — aspects of its proposed participation in the Qatar North Field Expansion project • Covey Park Energy LLC — acquisition from Chesapeake Exploration LLC et al. covering 41,500 net acres and over 300 operated and non-operated wells in the Bossier and Haynesville Shale plays • Delek Drilling — $1.75 billion development financing of its share in the Leviathan gas field, Israel • Delfin LNG — development of the Delfin floating LNG project in the Gulf of Mexico • DRWHoldings, LLC — all aspects of its LNG trading activities, including on-boarding LNG trading counterparties, LNG Master Sale and Purchase Agreements, and LNG charter party arrangements • Energy Regulatory Authority of Tanzania — review of its existing gas regulatory framework and drafting of new laws and regulations for the downstream and midstream sectors • Eni International BV — sale of 100 percent of the shares in Eni Trinidad & Tobago Limited to Shell, including the related Port Fortin LNG interests and the North Coast Marine Area production facilities • Eni S.p.A. — participation in the New Gas Consortium in Angola, including in relation to Angola’s first development of non-associated gas, and various arrangements with Angola LNG • EOG Resources Trinidad & Tobago — gas sales agreements with the National Gas Company of Trinidad and Tobago, including domestic gas sales as well as for the LNG export market • Etablissements Maurel & Prom SA — gas commercialization projects in Tanzania

• Genel Energy plc — execution of project documents for the development of gas fields in Kurdistan • German LNG GmbH — development of the first large- scale LNG import terminal in Germany, including in connection with the long- term, take-or-pay terminal services agreements • Global Infrastructure Partners — $250 million preferred equity investment in Caprock Midstream to fund the expansion of Caprock’s natural gas gathering and processing assets in the Permian Basin • Harvest Midstream Company — $1.125 billion acquisition fromWilliams Partners L.P. of over 3,700 miles of pipeline, two gas processing plants and a CO2 treating facility • IGas Energy — various matters relating to UK on-shore shale gas exploration and conventional oil and gas production • Kinder Morgan, Inc. — in connection with the approximately $2.0 billion 430-mile Permian Highway Pipeline Project, designed to transport up to 2.0 billion cubic feet per day of natural gas • New Age (African Global Energy) — development and financing of the Etinde gas project in Cameroon, including project structuring, upstream arrangements and gas sales • Nexus Gas Transmission, LLC — project counsel concerning a $2 billion interstate natural gas pipeline, including advice on permitting, construction, and environmental matters • Noble Energy, Inc. — sale of 30,200 net acres in the DJ Basin in Weld County, Colorado to SRC Energy Inc. for $608 million • Parsley Energy Inc. — $2.8 billion acquisition of certain entities holding undeveloped acreage and producing oil and gas properties in the core of the Midland Basin • Pembina Pipeline Corporation — certain regulatory authorizations required for the development of the Jordan Cove LNG project and related Pacific Connector interstate natural gas pipeline • State of Papua New Guinea — preparation of a template host government agreement for gas and LNG projects in Papua New Guinea • State of Papua New Guinea — various aspects of its participation in the ExxonMobil-led PNG LNG project in Papua New Guinea • TC Energy Corporation — approximately $1.275 billion sale of US midstream assets held by itssubsidiary, Columbia Midstream Group, to a subsidiary of UGI Corporation • Various Lenders (including SACE, Euler Hermes, EXIAR, CEXIM and CDB) — financing of the €23 billion Amur Gas Processing Plant which will process gas to be delivered by Gazprom to CNPC

Global Gas and LNG Team

London

Tom Jamieson Partner

Darren Spalding Partner

Adam Blythe Partner

Ronen Lazarovitch Partner

Gordon Stewart Partner

Oliver Irwin Partner

Ben James Partner

Dubai

Houston

New York

Tom Swarbrick Partner

G. Alan Rafte Partner

W. James McAnelly III Partner

Jeris Diana Brunette Partner

Washington, DC

Mark K. Lewis Managing Partner, Washington, DC

D. Kirk Morgan II Partner

Kevin A. Ewing Partner

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