Significant Transactions

2006-2008

Provided legal support for a large international engineering/construction contractor.  Most work involved multi-million dollar contract negotiations for oil and chemical refinery construction and renovation activities in the Americas, Europe, and Asia.

Negotiated engineering, procurement and construction matters for two large copper mines under construction in the Democratic Republic of the Congo.

Facilitated dispute resolution between a natural gas supplier and a large Nevada power production facility.

Supported acquisition by a Chilean power plant of turbine generators

Supported power project developments and acquisitions in Hawaii, Idaho, Texas, and California.  These projects utilized renewable or innovative fuel sources (including wood, methane derived from biomass, or municipal solid waste, solar, wind, and compressed air storage).

Represented a lending group in the acquisition of existing loans for two large coal-fired power stations under development in the U.S.  Provided legal support in restructuring loans and in protecting the new creditor's rights after loan default.

Supported organizational and start-up activities for new electric power development companies, a real estate office building investment company, and an on-line "stop smoking" start-up.

Supported the growth of an entertainment production company.  The production company needed to acquire and maintain certain intellectual property rights while developing more sophisticated contracting practices.

Assisted R&D company with innovative shopping cart marketing and check out technology.  This company required capital and debt restructuring while preparing to be acquired by a competitor.

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2004 - 2006

Served as vice president and general counsel for a publicly-traded group of oilfield services companies.

2005

Resolution and settlement of disputes surrounding the premature failure of a gas-turbine generator for a Northeast U.S. power production facility.

Provided legal support for the formation of a construction consortium, including legal lead for the negotiation and drafting on an engineering, procurement, and construction contract for a proposed $300 million series of coking ovens to be sited in the U.S. Midwest, with the off-gas to be sold to a 90 MW power plant, and flexibility for a future coal-fired power plant.

Successful negotiations with a major Texas university to remove three semesters of failing grades on behalf of a student who had been afflicted with a debilitating disease, thus re-opening the possibility that this bright and talented student might finish college and enter medical school once this student recovers.

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2004

Provided legal support for negotiating and drafting (i) an engineering, procurement, and construction contract for a proposed 534 MW circulating fluidized bed coal-fired power production facility in the U.S. and (ii) a joint venture agreement among the principal contractors for the power project

Continued due diligence assistance and legal support for investors contemplating the acquisition of six landfill gas power production facilities.

Continued assistance to major U.S. wind power developer in establishing ownership structure and related management, operating, and partnership agreements for a series of wind farms throughout the United States.

Assistance to entrepreneur in acquiring a fourth auto service franchise and associated real property rights in the Houston area.

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2003

Lead negotiator for master service agreements for a publicly-traded oilfield services group

Due diligence assistance to a Fortune 500 contemplating the acquisition of a nuclear power plant

Assistance to major U.S. wind power developer in establishing ownership structure and related management, operating, and partnership agreements for a series of wind farms throughout the United States

Member of due diligence team to acquire 500 MW power production facility in Southern U.S. Primary responsibility for renegotiation of turbine-generator long-term parts and services agreements which were valued on a cash flow basis higher than the turbine acquisition costs

Provided legal support for the formation of a fund to invest in environmentally-friendly power technologies

Provided legal support to renovate control room and related systems of a power production facility in the U.S. Pacific Northwest

Represented principals for the formation of a joint venture (limited liability company) to engage in engineering, procurement, and construction services. This new entity includes a Fortune 500 conglomerate with strong engineering and marketing expertise and a regional specialty construction contractor

Review and updating of a Fortune 500's international compliance, document retention, and anti-corruption policies in light of recent changes in European law and impacts of the U.S. Sarbanes-Oxley legislation

Provided legal support in a bid to acquire six landfill gas power plants (approx. value of $40 million)

Sale of electric power plant equipment and related parts and services contract to large Midwestern utility. Lead attorney and lead negotiator to attain closing; legal liaison to equipment supplier (all items were still under manufacture). Aggregate value: $75 million

Assistance to entrepreneur in acquiring 3 auto service franchises and associated real property rights in Houston area

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2002

$103 million sale of electric power plant equipment and related parts and services contract to large oil refinery. Lead attorney with respect to associated parts and services contract; legal liaison to equipment supplier

In-house legal lead for Entergy's Houston division for the development and implementation of Entergy Corporation's international computer-based corporate compliance training program. Managed Entergy Corporation's international compliance program with respect to the U.S. Foreign Corrupt Practices Act

In-house legal lead to implement initial round of employee layoffs, including WARN act notifications and preparations for employee claims

On-going support for electric power projects under development or under construction

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2001

In-house legal lead on $450 million major equipment acquisition financing program (synthetic lease transaction). Responsibilities included negotiation support to outside counsel to assure compliance with on-going development and construction constraints; negotiations with vendors and partners for requisite contractual amendments and consents to transaction; and coordination with senior management and board of directors for requisite approvals and limited guarantees and indemnities.

General legal support for acquisition of 80 MW wind farm in Iowa. Legal lead for negotiating and drafting post-closing administration and operations & maintenance agreements with developer and former owner

General legal support for preparing gas gathering/aggregator subsidiary for divestiture ($14 million transaction); coordination with partner who was not convinced that sale should take place; supported negotiations which resulted in successful closure

Negotiated and closed operations and maintenance agreements for joint venture power production facilities in Illinois and Texas. Also provided general legal support for the formation of the joint venture and for project development activities

Served as in-house legal lead for $31.6 million subordinated financing for a joint venture power production facility under construction in Louisiana

Supervised legal activities with regard to municipal bond financing program for a private power production facility in Mississippi

Managed in-house legal staff with respect to (i) discovery issues related to California litigation involving discontinued Mexican project and (ii) U.S. bankruptcy of construction contractor for almost $1 billion worth of facilities in the U.K.

Served as chair and facilitator for employee benefits committee which ultimately developed and implemented ride sharing/commuting policy and flexible work-week policies

Commenced supervision of in-house attorneys involved with development, construction, and financing of major infrastructure facilities (primarily electric power plants and related facilities), acquisitions, and variety of other matters; supervised attorney responsible for legal support for governmental affairs (lobbying and regulatory permitting) activities

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2000

Legal support to outside counsel for $700 million equipment acquisition. Legal lead on negotiations for associated long-term parts and services valued at over $1.3 billion

Legal lead for formation of engineering and construction joint venture between Entergy and Shaw Group which was anticipated to construct up to $6 billion worth of infrastructure facilities over a 7-year period. Principal drafter for form EPC contract to be submitted to customers and their lenders

Negotiated and closed (i) cost-plus operations and maintenance agreement and (ii) turbine parts and maintenance services (estimated value of $130 million); both for a joint venture power production facility in Louisiana. Supervised outside counsel's work in negotiating and closing equipment and construction services for the same facility valued at $200 million

Commenced supervision of corporate secretary and paralegal functions involved with forming and maintaining over 150 subsidiaries in over a dozen U.S. and international jurisdictions

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1999

Developed standardized form contracts for Entergy's operation and maintenance of power production facilities in the U.S. and other common law countries

Implemented and conducted U.S. Foreign Corrupt Practices Act training and compliance program for U.S. and European offices of Entergy Corporation affiliates

Upon Entergy's offer to come in-house, wound up San Diego-based private practice which, over a two-year period, had assisted clients in the following activities (among others):

(i)	international sales and sales agent contracts;
(ii)	support for major equipment sales world-wide;
(iii)	formation of joint ventures for the construction and ownership of infrastructure facilities;
(iv)	acquisitions and divestitures of electric power plants and related facilities;
(v)	performance of investigations in anticipation of defense against allegations of bribery in a Middle Eastern country;
(vi)	legal support for construction and major equipment procurement activities in the U.S., Asia, and Australia;
(vii)	regulatory advice for restructuring of electric power industries in California, Utah, and Pennsylvania;
(viii)	legal support for facility operations and maintenance activities in the U.S., U.K., China, Thailand, and Australia;
(ix)	formation of start-up entities (including associated securities issuances);
(x)	advice to debt-ridden business enterprises and negotiations to avoid bankruptcy filings;
(xi)	negotiations to implement U.S. Dept. of Energy "Clean Coal Technology" government support programs for a Florida facility;
(xii)	internal restructuring and other activities required to prepare for the sale of the largest shipbuilding facility on the U.S. West Coast. (General Dynamics was the successful purchaser)
(xiii)	training programs in international finance, contracting, and ethics

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EARLIER ACTIVITIES

The foregoing activities represent only a portion of Mr. Whiting's most recent professional accomplishments. From 1984 through late 1997, Mr. Whiting provided on-going legal representation for matters similar to those described above, plus representation in other areas of law. Perhaps his most difficult assignments during this period were:

(a)	negotiations and legal support for power plant development, construction, and operations or acquisition / divestiture programs for new business enterprises in various parts of North America, South America, Asia, and Europe;
(b)	negotiations and legal support in the acquisition of a group of related troubled geothermal power plants in California while keeping lenders and over 130 mechanic's lien holders at bay until the entities owning these facilities could complete construction/upgrade activities and turn into profitable enterprises. The financing packages for these entities also had to be renegotiated. During this time, the developer and partner to Mr. Whiting's clients filed for Chapter 11 bankruptcy, which greatly complicated matters when the court appointed a trustee and removed the prior management team.