Aviation in Africa. Credentials. Our experience. Global: Asset Finance - Tier 1 Chambers and Partners, 2011

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1 Norton Rose LLP 2011 Norton Rose Group Norton Rose Group Credentials January 2012 Global: Asset Finance - Tier 1 Chambers and Partners, 2011 Legal House of the year Jane's Transport Finance 2011 Aviation in Africa Our experience Norton Rose Group is a leading international legal practice. We offer a full business law service from offices across Africa, Asia, Canada, Europe and the Middle East. Knowing how our clients businesses work and understanding what drives their industries is fundamental to us. Our lawyers share industry knowledge and sector expertise across borders enabling us to support our clients anywhere in the world. We are active in all African jurisdictions as legal advisors in transactions, litigation and other dispute resolution forums, and ongoing commercial operations, helping African companies to build their businesses in the region, as well to expand their operations abroad. We operate both in civil and common law-based jurisdictions. We have offices in Cape Town, Durban, Johannesburg, Casablanca and an associated office in Dar es Salaam. This has put us in a leading position to develop Africa s international business ties with the rest of the world. Each African country has a critical part to play in the development of Africa, the growth of its economy and its trading and investment links with the rest of the world. Nevertheless we appreciate the importance of the long standing relationships that clients have with their local lawyers on national and local law matters. We recognise that servicing our clients business requires us to align ourselves and complement their existing local lawyers in providing a tailored and comprehensive service for our clients. An example of some of our transaction experience throughout the African continent is set out on the following page. Norton Rose Group Law Firm of the Year The Lawyer Awards 2011

2 Aviation in Africa Norton Rose Group Aviation - international and local Aviation is one of our strengths. We have established a leading reputation in the international aviation market and are one of the few legal practices that can offer an all round service. We offer all of our aviation industry clients the benefit of many years in-depth experience with an aviation group that has more than 120 lawyers who are active in the sector, giving us the capability to handle large and complex matters for clients. We are consistently ranked among the top global legal practices for aviation work by legal directories and our partners are some of the best-recognised practitioners in the market. We act for a range of clients in the aviation sector including airlines, banks and financiers, lessors, export credit agencies, manufacturers, insurers, brokers, governments and regulatory bodies. There is no type of financing or leasing product with which we do not have experience, ranging from the sale and purchase of new and used aircraft, engine financings and the novation or transferring of existing leases to more complex leasing and financing structures such as pre-delivery payment financings, Export Credit financing, both traditional and tax based operating leases, Islamic finance structures. Norton Rose South Africa has significant experience in all aspects of aviation insurance including defending claims, policy interpretation and drafting, coverage advice and subrogated claims. The aviation transactions we have assisted with throughout the world have developed our knowledge and experience in this sector and places us as one of the few law firms in the world to be able to offer and apply our expertise to the African continent. This is demonstrated through our position on the Legal Advisor Panel on the Cape Town Convention, our work with some of the most progressive low cost carriers and regional airlines in Asia, Europe and the Middle East and our continued work in the emerging markets such as Brazil and India. Norton Rose South Africa is an inaugural member of AERIAL, a not for profit education resource for lawyers throughout Africa. The lawyers in the network share information, expertise and resources on African countries' aviation laws, the challenges faced and work on common themes and objectives to offer expertise in aviation matters throughout the continent. Norton Rose South Africa has also specialised in aviation and related aspects of aviation law for 30 years and offers both domestic and international clients the benefits of this experience and knowledge. In addition to our insurance capabilities, we have particular experience in aviation cargo recovery actions under the Warsaw, Warsaw Hague, Guadalajara and Montreal Conventions as well as enforcing commercial financing, leasing and other commercial agreements across Africa. We also have significant extensive experience in the application of the Uniform Laws on Commercial Law, Companies Law, Security Interests, Insolvency Law, Arbitration and Enforcement of Judgments promulgated by OHADA (the Organisation for the Harmonisation of Commercial Law in Africa), applicable in 16 sub- Saharan African countries, and advising on protection afforded by OHADA law. Examples of some of these more recent and relevant aviation transactions are set out at the end of this brochure. 02 Norton Rose Group

3 Credentials Our Africa experience highlights Directories, Awards and Accolades Jane s Transport Finance Awards Legal house of the year. Euromoney Islamic Finance Best Legal Advisory Firm Chambers UK 2012/Legal 500 UK Top tier rank for Asset finance (Aviation, Rail and Shipping) and Islamic Finance The Lawyer Awards Best Law Firm Norton Rose Group 03

4 Aviation in Africa Our Experience Operating Leases We act for numerous airlines such as easyjet, MAS, KLM, SAS, Indigo, TAAG and Cathay Pacific as well as operating lessors (as well as leasing funds), including Aircastle, AerCap, Pembroke, Orix and AWAS. Advising Midwest airlines on the operating lease of one Boeing aircraft. Advising Air Mauritius on a lease novation and amendment for an operating lease of one A Advising INDIGO with respect to the leasing of six A320 aircraft from GECAS. Advising easyjet on the conclusion of its 2010 financing project under which the airline raised over $1 billion of financing for its A319 and A320 fleet. Advising Aircastle Advisor LLC in relation to its operating lease to Singapore Airlines of two (used) Boeing aircraft. Finance Leases and Debt Facilities We represent airlines, banks and finance lessors in all major financial centres. Advising Etihad Airways on its US$102.3 million Club A340 financing, one of the first aircraft finance transactions in the United Arab Emirates since the Cape Town Convention came into force. This deal won Middle East Deal of the Year in the Airfinance Journal Awards Advising KfW on the interim and long-term lease financing for 22 A320 family aircraft on lease to Indian Airlines. Advising Société Générale on its lease finance for China Southern Airlines of 10 aircraft being either Boeing 737s or Airbus A320s. Advising the lenders to British Airways on its US$1.7 billion debt facility agreement, with ING Bank N.V. acting as Documentation Agent, The Royal Bank of Scotland plc acting as Facility Agent and Calyon acting as Security Agent. Advising Calyon SA on its finance lease for 6 A320 aircraft to AirAsia Berhad. Advising Calyon, Natixis and Standard Chartered Bank on two separate syndicated secured loan facilities in relation to six Boeing 777 Aircraft delivered and leased to Qatar Airways. Purchase contracts We have extensive experience on the sale and purchase of new and used aircraft, including negotiating new purchase agreements with the major aircraft manufacturers. Recent experience includes: Advising Malaysian Airline System in connection with all aspects of the financing of their fleet renewal programme for Boeing and Airbus aircraft. Advising Flybe in the purchase contract with Bombardier for the purchase of 8 firm and 14 option Q400 aircraft. Advising AerCap on purchase contracts with Airbus for 20 speculative A aircraft. Advising Aer Cap B.V. on the purchase of 70 Airbus A320 family Aircraft with a list price in excess of US$4 billion. Advising various airline clients on purchase contracts with Airbus, Boeing, Bombardier, Cessna, Embraer, Gulfstream for corporate jets through to Airbus A380 aircraft. 04 Norton Rose Group

5 Credentials Export credit financings We have extensive expertise in export credit finance: we are one of only five firms with the authority to represent the European ECAs on aviation finance work and have often worked with the other export credit agencies. Advising TAAG on its EXIM financing for 2 Boeing 777 aircraft. Advising Air Mauritius on its European Export Credit financing for one A330 Aircraft. Advising on the European and American ECA financing of up to 15 aircraft for Thai Airways. Advising the European Export Credit Agencies and a syndicate of Lenders on the financing of 9 Airbus A320/A330 Aircraft for TAM Linhas Aéreas S.A. Advising on the European and American ECA financing of up to 15 aircraft for Thai Airways. Advising the ECAs and lenders on a European ECA backed financing for 8 Airbus A320 family aircraft for Aeroflot. Financiers, and particularly export credit agencies, favour lending to lessors and airlines registered in contracting states for Cape Town Convention purposes as this provides the financiers with; speed, certainty and cost savings to the process of repossessing (and otherwise realising value from) aircraft and engines on an insolvency or other default where these assets are in a country whose legal system would otherwise give cause for concern. The benefits for financiers will open up finance sources to airlines and/or reduced finance costs. This is already proving to be the case for airlines in ratifying states that want to add Boeing aircraft to their fleets as US Eximbank offers a discount on its exposure fee on financings into Cape Town states. US Eximbank is also willing to offer longer term finance for US manufactured engines to airlines in Cape Town states from a maximum of five to eight years and offers favourable terms when the lessor and airline lessee are both in Cape Town countries. Insurance We advise local and international aviation insurers, brokers, loss adjusters and underwriters on defending claims, interpreting and drafting policy wording, coverage aspects and subrogated claims across Africa. We offer specialised advice in respect of all types of aviation insurance including hull, cargo, all risks, liability, war risks, hanger keepers and product liability. Representing Regent Insurance Company Limited in relation to incidents in the DRC and Sudan. Dependents claims exceeding US$30 million have been brought in Florida and Virginia, and the extent of indemnity afforded under the policy is the subject of arbitration proceedings in Johannesburg. Representing the-then SA Eagle Insurance Company Limited in arbitration proceedings in defending the rejection of claims made by an aircraft lessor under the All Risks and War Risks sections of a policy. Representing Botswana operator, Moremi Air and its liability insurers in defending passenger claims for damages in excess of 1,5 million brought in the Botswana High Court. Advising Alexander Forbes on the interpretation of a policy provision, and in particular the benefit due to certain categories of persons. Representing Chartis Europe Limited and its insured in a substituted subrogated claim against an aircraft maintenance organisation arising from extensive damage to a Lear Jet 45. EU Banned List In 2011 Mozambique was the 14th African state to be subject to a blanket ban. An additional four African states are subject to either a partial ban or have an individual carrier that has been restricted from operating to the EU. The current stance of the EU has made it difficult for many African Airlines to develop code sharing, interlines and other business arrangements. Norton Rose Group 05

6 Aviation in Africa We have worked with Airlines to manage these difficulties, for example recently assisting an airline in obtaining approvals for wet lease arrangements so that it could continue to operate within the EU. Litigation and Dispute Resolution We have been involved in many of the major aviation cases over the last few years and our aviation litigation and dispute resolution expertise has been recognised and commended in all the major directories. Acting both in London and South Africa for an Irish based leasing company, Amentum Capital in enforcing its rights under both a lease agreement, and the Cape Town Convention against a lessee operator, following a default by the operator, in repossessing an Airbus A330 aircraft at OR Tambo International Airport, Johannesburg. This was the first time a grounding and repossession has been carried out in terms of the Cape Town Convention in South Africa and without a court order, and marks a huge step for financiers, owners and lessors alike in enforcing these far-reaching remedies in South Africa. Representing the Fire Fighting Association in a dispute with a Sierra Leone based operator including litigation in Sierra Leone and a Request for Arbitration to the International Chamber of Commerce (Paris). Competition and Regulatory (antitrust) We are consistently involved with cases heard before a wide variety of authorities including the European Court and the European Commission, as well as national competition and aviation committees in Europe, Canada, Africa and in Asia. Advising South African Express Airways in relation to its Africa expansion, including in relation to its operations in the Democratic Republic of Congo. This included obtaining advice on the regulatory framework applicable to airline operators, preparing the joint venture agreement, technical assistance agreement and ground handling agreement. Corporate finance Our corporate finance team is recognised as a leading corporate finance practice, featuring regularly in the top 10 in M&A and the top 5 in IPO league table. Advising on the English law aspects of the merger between British Airways and Iberia leading to the formation of the International Airlines Group. Advised a South African development finance institution in relation to the funding of the acquisition of a stake in a West African airline. This included advising on shareholder related matters, regulatory issues and taking security. 06 Norton Rose Group

7 Credentials Employment We advise on all manner of employment law issues in the aviation industry. Advising easyjet on self-handling at German airports from an employment perspective, along with the risks and consequences of a strike of Lufthansa ground-handling personnel. Restructuring and insolvency We advise on the legal and regulatory implication of alternative restructuring strategies in the aviation sector. Acting on behalf of Alitalia in a contentious matter relating to the bankruptcy of a company belonging to the Fokker Group and in connection to the defaulted supply of a fleet of aircraft. Our offices Norton Rose Group 07

8 Contacts For further information, please contact: Johannesburg Stephen Boikanyo Norton Rose South Africa Tel +27 (0) London Kenneth Gray Norton Rose LLP Tel +44 (0) Abu Dhabi Emma Giddings Norton Rose LLP Tel +971 (0) Pierre Naude Norton Rose South Africa Tel +27 (0) Richard Skipper Norton Rose LLP Tel +44 (0) Heather Wilmot Norton Rose South Africa Tel +27 (0) Norton Rose Group Norton Rose Group is a leading international legal practice. With more than 2900 lawyers, we offer a full business law service to many of the world s pre-eminent financial institutions and corporations from offices in Europe, Asia Pacific, Canada, Africa, the Middle East, Latin America and Central Asia. We are strong in financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and pharmaceuticals and life sciences. Norton Rose Group comprises Norton Rose LLP, Norton Rose Australia, Norton Rose OR LLP, Norton Rose South Africa (incorporated as Deneys Reitz Inc), and their respective affiliates. nortonrose.com The purpose of this publication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of Norton Rose Group on the points of law discussed. No individual who is a member, partner, shareholder, director, employee or consultant of, in or to any constituent part of Norton Rose Group (whether or not such individual is described as a partner ) accepts or assumes responsibility, or has any liability, to any person in respect of this publication. Any reference to a partner or director is to a member, employee or consultant with equivalent standing and qualifications of, as the case may be, Norton Rose LLP or Norton Rose Australia or Norton Rose OR LLP or Norton Rose South Africa (incorporated as Deneys Reitz Inc) or of one of their respective affiliates. Norton Rose LLP 2011