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    <p align="left"><font face="Arial"><strong><small>About The Author:<br>
	<br>
	</small></strong><span lang="X-NONE" style="color: black"><font size="2">
	ROGER FELDMAN, Co-Chair of Andrews Kurth LLP Climate Change and Carbon 
	Markets Group has practiced law related to the finance of environmental and 
	energy projects and companies for 40 years.&nbsp; In particular, he has analyzed 
	and executed a wide variety and substantial value of project financings.&nbsp; He 
	chairs the American Bar Association&#8217;s Committee on Carbon Trading and 
	Finance, serves on the Board of the American Council for Renewable Energy, 
	and has been a senior official in the Federal Energy Administration.&nbsp; He is 
	a graduate of Brown University, Yale Law School and Harvard Business School.</font></span></font></p>
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    <td width="75%" valign="top"><img src="../images/feldman.gif" alt="Washington Viewpoint by Roger Feldman" border="0" WIDTH="375" HEIGHT="75"><p><b><u>August 1997</u><br>
    </b><br>
	<font size="6"><strong>VIVA LAS VEGAS</strong></font></p>
    <p><strong>by Roger Feldman&nbsp; -- &nbsp; Bingham, Dana and Gould, P.C.<br>
    </strong><font face="Arial" size="2">(<em>originally published by PMA OnLine Magazine:
    04/98</em>)</font></p>
    <p>&nbsp;</p>
    <p><font face="Arial">The current debates regarding the limits on the scope of electric
    utility and convergence mergers; and the extent of regulation of power product commodities
    are not just about the nice details of retail access - they are about the essence of the
    future business. Private power needs to focus on their profound risk management aspects:
    that focus will enable it both to take tactically useful policy positions and to develop
    an appropriate business plan. To win or to be cast aside.</font></p>
    <p><font face="Arial">The Evolution of Risk When PURPA was a pup, the last risks a power
    privateer saw were the avoided cost price zinging into the contract; the long term fuel
    contract lock into place (at a price below the power price) and the air quality permit
    slapped on the side of the old QF. Now the business is all about risk management -
    mitigating the risks of price movements through financial or physical hedges. Without
    doing that, a utility or a power privateer has problems knowing how and when to buy or
    market his newly commoditized product. Shareholders and bondholders of his company and
    projects will ultimately figure that out. As retail access becomes more generally
    available, so too will customers. The result for power privateers: exposures to power-fuel
    price disparities; competitor risk; even risk as to payment. To date, for example, COB
    power prices have been far more volatile than those of any conventional fuel.</font></p>
    <p><font face="Arial">Consequently, of course, has come the entrance of the private power
    risk management tools: forward fixed price contracts; traded future contracts; off
    exchange swap contracts; options; and now insurance programs (which are really synthetic
    sales transactions reflecting someone else&#146;s presumably more expert management of
    risk than that of the mere producer in the trenches.</font></p>
    <p><font face="Arial">What this unavoidable trend implicitly means is that the same power
    firm is a &quot;book&quot; company in the energy business; a &quot;virtual&quot; company
    with small but definite market bet exposure and potentially larger still unhedged
    exposure; and a &quot;tax&quot; company whose results depend on the market and the
    treatment of its hedging and insurance arrangements. While every business is a portfolio
    of strategic decisions it has undertaken power companies are now or soon will be - to a
    greater extent than manufacturing firms - best understood as a portfolio of the market
    risks they take; the quality of the people they have taking them; and the
    &quot;goods&quot; they have to back them up.Risk Tomorrow All of this may be a yawn to
    you, but now the stakes are going up even further for power producers at the Electric
    casino because now &quot;the House&quot; (risk management industry) is willing to accept
    power producer&#146;s first born (under utilized assets; blocks of future capacity) as the
    chips paid to the House for risk coverage bets. It is all a matter of swapping
    &quot;utilization of inefficient assets,&quot; i.e. call on generator production in
    exchange for firm price protection for future generator power delivery. The possibility of
    interfuel energy swaps - for production capability or for profit - adds another dimension
    to possible deals. To put it differently, the power company is the grain producer; the
    insurance company is both the grain elevator and the trading pit manager. It may be good
    business for the power producer, but only if managed very carefully. It adds yet a new
    aspect to corporate risk valuation.</font></p>
    <p><font face="Arial">In this new world, the real &quot;independent power player&quot; is
    the risk counterparty. Washington has not, cannot or will not wake up to all of this. What
    needs to be examined by regulators when, for example, they are examining corporate
    combinations, is whether their rather quaint economist tools for measuring &quot;market
    power&quot; and equally conceptualistic tools for its &quot;mitigation&quot; is whether
    they are really addressing the ways in which the real power commodity markets can be
    played by large traders in transmission constrained regions. In short, in the new electric
    casino, can &quot;convergence&quot; simply be judged by horizontal merger standards?</font></p>
    <p><font face="Arial">Some Modest Suggestions The other obvious conclusion is the need for
    changes in our approach to electric public policy. It is time for Steve Wynn of Golden
    Nugget for FERC Chairman, Dwayne Andreas for Secretary of Energy; Las Vegas and Hartford
    as the twin capitals of the gambling/insurance energy world. The AICPA must develop, in
    conjunction with the Kennedy School, a new FERC Uniform System of Contingent Accounts. The
    Salomon Brothers will offer continuing enactments of it at Caesar&#146;s Palace.</font></p>
    <p><font face="Arial">Private power is no longer about bucking the old system. It is about
    beating the new system. Public policy is about learning to be happy with the new system. </font></p>
    <p align="center"><font face="Arial"><em><strong>Viva Las Vegas!</strong></em></font></p>
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text-align:left"><font face="Arial" size="2">
	<span lang="X-NONE" style="color: black">ROGER FELDMAN, Co-Chair of Andrews 
	Kurth LLP Climate Change and Carbon Markets Group has practiced law related 
	to the finance of environmental and energy projects and companies for 40 
	years.&nbsp; In particular, he has analyzed and executed a wide variety and 
	substantial value of project financings.&nbsp; He chairs the American Bar 
	Association&#8217;s Committee on Carbon Trading and Finance, serves on the Board 
	of the American Council for Renewable Energy, and has been a senior official 
	in the Federal Energy Administration.&nbsp; He is a graduate of Brown University, 
	Yale Law School and Harvard Business School.</span></font></p>

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