ABOUT WATSON FARLEY & WILLIAMS

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1 DUBAI

2 ABOUT WATSON FARLEY & WILLIAMS ESTABLISHED PARTNERS 450+ LAWYERS BASED IN DUBAI, ANDREW BAIRD... NOTED FOR HIS EXPERTISE IN ISLAMIC FINANCE. MARKET SOURCES DESCRIBE HIM AS TECHNICALLY STRONG AND SOLUTION-ORIENTED. CHAMBERS UK OFFICES 11 COUNTRIES 20+ LANGUAGES SPOKEN WFW HAVE ALWAYS BEEN EXEMPLARY ON DELIVERY AND QUALITY OF WORK. IFLR EXCEPTIONAL REPUTATION... ADVISING BANKS, OWNERS AND OPERATORS ACROSS A GLOBAL NETWORK OF OFFICES... CHAMBERS GLOBAL 2015 COMMERCIAL AWARENESS: THEY UNDERSTAND OUR BUSINESS AND THEY FOCUS ON THE IMPORTANT POINTS. CHAMBERS GLOBAL 2014

3 DUBAI 3 OUR OFFICE IN DUBAI With experience in the Middle East spanning more than 20 years, Watson Farley & Williams began operating in Dubai in The Dubai office serves as a regional hub from which our lawyers deliver effective legal and commercial advice to clients across the region. Regional experience With on-the-ground experience across the Middle East, our expert lawyers in Dubai understand key industry drivers and provide practical legal solutions that work in context. We offer a partner-led service from established close-knit teams of lawyers whose longevity and experience in the Middle East means they fully understand the nuances of doing business in the region. In the Middle East we advise in relation to financings, projects, corporate and commercial transactions and disputes often in a multi-jurisdictional context and in challenging circumstances. Specialist expertise Our experience both in the Middle East and in our specialist sectors has resulted in the establishment of a high quality legal practice, delivering unique levels of specialist expertise across a wide range of disciplines and sectors including: Banking & finance Islamic finance Energy & infrastructure Natural resources Maritime & offshore Aviation & transport Real estate & hospitality Education Healthcare Brands....EXPERTISE IN MIDDLE EAST-RELATED TRANSACTIONS IS PARTICULARLY NOTABLE. CHAMBERS UK 2014

4 4 Watson Farley & Williams SECTOR KNOWLEDGE Watson Farley & Williams is a sector-focused firm, specialising in energy & infrastructure, maritime, natural resources, real estate and transport. We deliver a consistent level of service based on deep sector knowledge that adds value to our clients projects; we continually invest in developing our expertise and reputation in the sectors we know best. [WFW] COMBINES DEEP MARKET KNOWLEDGE WITH THE EFFECTIVE HANDLING OF TRANSACTIONS. LEGAL 500 EMEA 2015 Energy & Infrastructure Combining in-depth experience and strong relationships in the industry, our expert lawyers have the commercial credibility to deliver on clients objectives. With considerable experience in both the renewables market and conventional power, we have advised on power generation transactions in almost every energy category. Maritime Acting in all the principal global markets and with extensive experience in the maritime sector, our specialist lawyers utilise our coverage, deep knowledge and commercial approach to provide an end-to-end service for key operators and financiers in the shipping and offshore industries and related infrastructure. Natural Resources Working with domestic and international clients involved in the exploration, and production, financing servicing and trading of natural resources and bulk goods worldwide, our lawyers provide high quality legal advice in the areas of mining & minerals, oil & gas and soft commodities. Transport Lawyers in our transport team provide effective and commercial legal advice on cross-border finance and investment matters in relation to aircraft and rolling stock as well as the automotive sector. Real Estate With an intimate knowledge of the financial markets and property sector expertise, our real estate lawyers are well-placed to help investors and operators in the industry. Our real estate specialists advise on matters ranging from commercial conveyancing to complex real estate finance and closedend fund transactions. The hotel and leisure market is also an area of strength.

5 DUBAI 5 DUBAI BANKING & FINANCE PRACTICE An industry-focused finance practice representing banks and financial institutions, major corporates, owners and sponsors in our key sectors. Asset Finance As part of a market-leading asset finance practice, we deliver high-quality services including: secured lending, ECA-backed finance, leasing, sales and purchases of leasing companies and portfolios, receivables finance, domestic and cross-border leasing. Project Finance We provide strategic legal solutions, taking underlying business issues and risks into account. We advise in relation to project finance, project structuring, risk allocation/mitigation and commercial, construction and other project contracts. Islamic Finance We represent both Islamic and non-islamic banks and financial institutions in relation to a broad cross section of Islamic financing products, carefully ensuring that our advice meets the requirements of Islamic financing principles whilst remaining enforceable under conventional legal principles. Commodity & Export Finance We advise on structured commodities finance, pre-export finance, ECA-backed finance, letter of credit guarantee facilities, receivables financing facilities, cash management products, derivatives, securitisation of trade receivables, unsecured lending and collateral management issues. Restructuring We advise in relation to debt restructuring (both domestic and crossborder), the duties of directors and potential liabilities, mortgage enforcement and enforcement of security, liquidation, administration/ administrative receiverships, bondholder actions, syndicated loan and derivatives disputes, asset tracing and the acquisition and trading of distressed debt.

6 6 Watson Farley & Williams DUBAI CORPORATE AND M&A PRACTICE Providing a full service offering for corporates in the Middle East, our corporate lawyers advise listed and unlisted (regional and multi-national) companies, private equity funds and family groups on mergers & acquisitions, joint ventures and company & commercial matters across the region. Mergers & Acquisitions From due diligence to buy-and-build and exit strategies, our corporate lawyers work across the acquisition/disposal process. We advise on share, business and asset acquisitions and disposals, public to private transactions, international privatisations, public takeovers, closed-end fund structuring and related acquisitions and exits. Commercial Contracts Our corporate lawyers provide practical solutions on a broad range of transactions requiring various types of corporate partnering, ensuring that the underlying commercial agreements are structured and documented to meet our clients objectives. This includes advice on tax structuring to identify the most beneficial jurisdiction for incorporating corporate entities and advice on finance, employment, real estate, competition and regulatory considerations. Local Regulations Our team advise clients on local agency laws, financial regulation, licensing, foreign ownership restrictions and corporate governance. Employment Advising corporations, entrepreneurs and individuals, our employment lawyers provide pragmatic advice in relation to a range of matters from day-to-day queries to strategic business planning. Corporate Establishment We advise on corporate establishment options and have a strong understanding of licensing regimes across all jurisdictions in the UAE (mainland and free-zone). Our extensive experience includes dealing with federal authorities and licensing of regulated and non-regulated activities in the region. Private Equity & Funds With specialist advisers from our corporate, tax and finance practices, our private equity team provide legal and tax advice in connection with leveraged buyouts, management buyouts, management buyins, buyin management buyouts, venture and growth capital, mezzanine finance, asset class funds, closed-end funds, distressed assets, risk capital provision, and access to private markets. EXTREMELY HARD- WORKING, PROACTIVE, RESPONSIVE TEAM WE WERE QUITE IMPRESSED WITH THE WAY THEY HANDLED THE FILES. CHAMBERS GLOBAL 2015

7 DUBAI 7 SELECTED EXPERIENCE ENERGY & INFRASTRUCTURE SHOIABA/SHUQAIQ IWPP SPONSORS Advising the sponsors on the Islamic tranches of both the US$2bn Shoiaba and US$1.9bn Shuqaiq IWPP project financings in the Kingdom of Saudi Arabia. FERRO ALLOYS PLANT/GAS TURBINE CAPTIVE POWER PLANT Advising HSBC Middle East, Dubai and HSBC Middle East, Bahrain, as facility agent and security agent respectively, on a US$42m secured and guaranteed dual currency term loan facility made available to Bahrain Ferro Alloys BSC(c) (BAFA) and Bahrain Electricity & Supply Transmission WLL (BEST), for the acquisition, expansion, modernisation, construction, and expenditure relating to BAFA s ferro alloys plant and BEST s gas turbine captive power plant, both located in the Hidd Industrial Area, Bahrain. HAJJ TERMINALS COMPLEX Advising the Saudi Binladin Group on the US$205m limited recourse project financing, on an istisna a and forward lease (ijara fil thimmah) basis, of the Hajj Terminal Complex at King Abdulaziz International Airport in Saudi Arabia. It was wholly Islamically financed and used a novel structure, involving the sale and leaseback of concession rights and other intangible assets. MARITIME UNITED ARAB SHIPPING COMPANY (UASC) Advising UASC on facilities totalling approximately US$2bn for the financing of its ongoing newbuilding programme involving the acquisition of certain vessels to be constructed at Hyundai Heavy Industries Co., Ltd. and Hyundai Samho Heavy Industries Co., Ltd. LIFTBOAT CHARTER ARRANGEMENTS Advising on charter arrangements for a specialised liftboat based in the GCC with various counterparties. Advising on charter termination provisions, as well as on a refit contract for a substantial repair and upgrade at a yard in the UAE. GULF INTERNATIONAL BANK Advising Gulf International Bank on a US$63.5m secured facility to Topaz. ARAB BANKING CORPORATION Advising Arab Banking Corporation (as agent, on behalf of a syndicate of banks) on a US$500m unsecured loan to United Arab Shipping Company for its general corporate purposes. NATIXIS FACILITY Advising Natixis in relation to a US$239m facility to UAE shipowners to finance the acquisition of two diving support newbuildings. NATURAL RESOURCES WISHBONE GOLD PLC Advising this AIM-listed company on the acquisition of Precious Metals International Limited which controls UAE-based commodities trading company Black Swan FZE. GOVERNMENT OF PAKISTAN Advising, as part of a USAID-funded consortium of advisers, on the development of an integrated LNG import project and on an FSRU-based terminal in Karachi for long-term LNG import into Pakistan. This involved all documents relating to various tenders, terminal development and operations as well as the LNG purchase arrangements. OMAN LNG & ABU DHABI GAS LIQUEFACTION COMPANY Advising both companies on their respective termination rights under their respective LNG supply agreements with Dabhol Power Company, India. CITIGATE COMMODITIES Advising on the acquisition of a West African mineral exploration company. GULF INTERNATIONAL BANK (GIB) Advising GIB on the Murabaha refinancing of two oil drilling rigs, MENAdrill I and MENAdrill II, for Menadrill Investment Company.

8 8 Watson Farley & Williams TRANSPORT ISLAMIC PDP HELICOPTER FINANCING Advising BLME, Lloyds and SMBC on the first Islamic-structured PDP helicopter financing, which included both Islamic and conventional financing aspects, for the financing of a number of Airbus Helicopter H175 and H225 helicopters for LCI. CIT AEROSPACE Advising CIT Aerospace on operating lease and sale and leaseback transactions with a number of airlines worldwide, including carriers based in UAE, Brunei, UK, Indonesia, Singapore, Saudi Arabia and Norway. AIRCRAFT SUPPORT SERVICES MERGER Advising the shareholders of a UK aircraft maintenance company on its merger with a Jordanian aircraft maintenance company. ISLAMIC FINANCING Advising BNP Paribas and a syndicate of Middle Eastern investors on the Shari acompliant sale and Ijara leaseback of two Embraer corporate jets for a Middle Eastern airline. REAL ESTATE BAHRAIN SOCIAL HOUSING PPP Advising Naseej B.S.C.(c) and its co-sponsors on negotiations with the Ministry of Housing and the Ministry of Finance of the Kingdom of Bahrain regarding the concession to build and manage (on a BOT basis) 3,500 social housing and low cost housing units for Bahrain s first social housing PPP. Also advising on structuring for the US$500m Islamic financing and US$350m equity financing of the project. CHEDI, OMAN Advising Al Maeen Real Estate Co. on the US$75m istisna a and forward lease financing of the development of the Chedi Golf and Country Club in Oman. ARCAPITA S DEVELOPMENTS IN BAHRAIN AND DUBAI Advising Arcapita Bank B.S.C.(c) and its various JV partners on the development and Shari a-compliant equity and debt financing of the Riffa Views, Victory Heights and Legends developments in Bahrain and Dubai. ENERGY CITY QATAR Advising Energy City Development Company WLL on the US$215m limited recourse Musharaka financing for the construction and development of Energy City Qatar, in the Lusail area of Qatar....VAST SECTOR KNOWLEDGE AND EXPERIENCE. IFLR

9 DUBAI 9 KEY CONTACTS ANDREW BAIRD Finance Partner abaird@wfw.com NEALE DOWNES Finance Partner ndownes@wfw.com SUHAIL MIRZA Corporate Partner smirza@wfw.com CAROLYN ANG Corporate Senior Associate cang@wfw.com MICHAEL SAVVA Finance Senior Associate msavva@wfw.com BEN DANCY Finance Associate bdancy@wfw.com LAURA FORBES Finance Paralegal lforbes@wfw.com RANDA SHOUMA Corporate Paralegal rshouma@wfw.com

10 10 Watson Farley & Williams REPUTATION THE SPEED AND QUALITY OF ADVICE IS EXCELLENT, AND THE LAWYERS ARE DILIGENT AND PROFESSIONAL AT ALL TIMES. CHAMBERS EUROPE 2015 RESPONSIVE, VERY POLITE, WITH A COMMERCIAL APPROACH AND GOOD KNOWLEDGE OF THE RELEVANT ISSUES. IFLR THEY ARE SPECIALISTS AND THEY ARE GOOD AT WHAT THEY DO. CHAMBERS UK 2016 DILIGENT AND FAST LAWYERS WHO PROVIDE THE RIGHT ANSWERS TO OUR QUESTIONS AND OFFER A BUSINESS-MINDED AND PRAGMATIC APPROACH. CHAMBERS EUROPE 2015 BENEFITS FROM ITS STRONG INTERNATIONAL CAPABILITIES ON DEALS WITH A SIGNIFICANT CROSS-BORDER ELEMENT. CHAMBERS EUROPE 2015 AN IMPRESSIVE REPUTATION FOR M&A AND FINANCING TRANSACTIONS. CHAMBERS EUROPE 2014 [WFW] STANDS OUT FOR ITS KNOWLEDGE OF MARKET PRACTICES. LEGAL 500 EMEA 2015 AMAZING. THEY WERE EXTREMELY PROFESSIONAL, HIGHLY RESPONSIVE AND IT WAS A REAL PLEASURE WORKING WITH THEM. CHAMBERS UK 2016 CLIENTS SAY: THEY ARE BRILLIANT LAWYERS VERY RESPONSIVE, CLIENT-ORIENTED AND ALWAYS LOOKING FOR SOLUTIONS. CHAMBERS GLOBAL 2015 AN EXCELLENT FIRM, IT IS AMONG THE VERY BEST. IT IS VERY DEDICATED TO ITS CLIENTS AND UNDERSTANDS THEIR BUSINESS AND COMMERCIAL POSITIONS VERY WELL. CHAMBERS ASIA PACIFIC 2015

11 DUBAI 11 OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea , Athens T: Ulmenstraβe Frankfurt am Main T: C/ María de Molina, Madrid T: avenue des Champs-Elysées Paris T: Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok Hamburg Jungfernstieg Hamburg T: Milan Piazza del Carmine Milan T: Rome Piazza Navona Rome T: T: Hong Kong Munich Singapore Dubai Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box , Dubai Units , One Pacific Place 88 Queensway, Hong Kong T: Gewürzmühlstraβe 11 Courtyard Munich T: Battery Road #28-00 Singapore T: T: London New York 15 Appold Street London EC2A 2HB 250 West 55th Street New York, New York T: T:

12 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v5 Watson Farley & Williams 2016 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com