MENA BANKING AND FINANCE

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1 MENA BANKING AND FINANCE

2 Our banking and finance team is experienced in both conventional and Shari'ah compliant finance transactions and advice, including corporate facilities, acquisition and asset finance, project finance, real estate finance, refinancing transactions, fund finance and debt capital markets. Our banking and finance lawyers provide the highest quality legal advice to clients covering the full spectrum of banking and finance work. We act for many of the largest organisations in the region in both the public and private sectors as well as individuals looking to work in, and with, the countries in the region. Members of the team have over fifty years of combined experience advising on banking and finance in the MENA region. The expertise you need We combine international standards with a depth of regional experience and familiarity with local practice and customs to maximise value for our clients. Examples of the ways in which we add value include: Sector focus Focusing on key sectors including energy, infrastructure and hotel development projects, asset acquisitions and financings (including aircraft, ships, crude carriers and oil rigs) and investment funds gives us a deep insight into the businesses of our clients Thought leadership - Using our experience and insight to keep our clients up to date on the latest legal developments and in doing so helping them to assess and manage risk A unique approach to deal planning and project management - We work with our clients to understand the key financial and commercial drivers of a transaction which we use to focus the legal approach and documentation Know-how and training - Offering comprehensive training in key areas for the current market environment in the MENA region Flexible ways of working - Giving clients the lawyers that they need with pricing arrangements that offer flexibility and efficiency They provide their clients with a genuine partner-led service. They are concerned with giving solid, technical legal advice but are still able to deal with lawyers on the other side in a commercial way. There is no pointscoring, just quality, straightforward advice. CHAMBERS PARTNERS

3 General Banking and Finance We act for many of the largest financial institutions in the GCC and as a firm, are also on the legal panels for all the major UK clearing banks and act for alternative lenders and credit funds. Our experience of working with lenders provides us with detailed knowledge of their policies and requirements. As well as having a strong lender-focused practice, we act for a significant number of national and international corporates on their funding requirements. Our practice includes Financing and capital structures including syndicated, club, unitranche, super senior and bilateral facilities Syndications Debt participations, debt trades and acquisitions in the secondary market Highly leveraged transactions including debt finance for MBOs, MBIs, BIMBOs and secondary MBOs Recapitalisations Refinancings Investment grade credits Working capital Restructurings National Bank of Oman: Advising the Arranger and club lenders for the OMR 110 million club facility for the cargo and MRO facilities for the Muscat International Airport and Salalah Airport and structuring and perfecting the security sharing arrangements between term loan lenders and working capital banks in Oman Bank Muscat: Advising the Mandated Lead Arrangers and Bookrunners to the syndicate project financing the US$ 750 million for the Shadeed Iron and Steel Company LLC existing operations and expansion project and structuring and perfecting the security sharing arrangements between term loan lenders and working capital banks in Oman Bank Muscat: Advised as Arranger to the syndicate of lenders for the US$150 million term loan construction and development financing for the Kempinski Hotel development at The Wave at Muscat Oman and the associated security package Bank Muscat: Advising the lender on the OMR 60 million bilateral term facility agreement and securities Bank Sohar: Advising the Mandated Lead Arrangers for the US$ 257 million project finance with a mix of Islamic and conventional facilities for the Moon Iron and Steel Company project at Sohar and structuring and perfecting the security sharing arrangements between Islamic financiers and conventional banks HSBC: Advised HSBC on the provision of a US$200,000,000 secured term loan facility to a Qatari corporate for the construction of a real estate project International Bank of Qatar: Lead advisor to the bank on a regional standstill agreement relating to a US$2.5 billion restructuring Real Estate Finance Our Real Estate Finance practice comprises a multi-disciplinary group of experienced professionals, with a proven track record of acting for market-leading lenders in the industry. We have a dedicated group of lawyers with specialist property, tax and corporate skills to assist in the structuring and completion of property finance transactions of any size. We have the capacity to provide the property due diligence for substantial portfolio acquisitions or refinancing as well as those relating to single assets. We act for leading banks and other financial institutions in the international real estate finance market.

4 The team has experience of all financing structures including acting for agent and arranger banks on syndicated transactions, lenders on bilateral debt, senior, mezzanine and quasi-equity, conduit lenders and loans for ultimate securitisation. Loans are to all nature of borrowers, domestic and overseas, including UK and offshore property companies, investment funds, partnerships, joint ventures and unit trusts. In addition, the team has acted in the acquisition of portfolios of loans secured on commercial properties and is now acting regularly on the financing of properties. Our practice includes Financing structures including syndicated, club and bilateral debt (senior or mezzanine) Development or investment transactions Syndications and participations Lending to partnerships, limited partnerships, limited liability partnerships and onshore and offshore unit trusts Acting for loan servicers and security trustees Loan portfolio transfers secured on commercial property Islamic finance Debt restructuring and structured loan recovery and enforcement Development company: Advised on secured term loan facilities of US$400 million for financing construction of a hotel development on the Palm An investment company: Advised on US$2 billion acquisition finance for a large mixed-use development in the GCC A UAE quasi-governmental entity: Advised on their financing arrangements entered into with a UAE bank for infrastructure projects in Abu Dhabi (deal size US$200 million) A substantial UAE entity: Advised on US$100 million secured term loan facilities for financing construction of a major mall in the UAE An international bank: Advised on a US$200 million loan facility for the redevelopment of its headquarters The mandated lead arranger and the syndicate: Advised on the US$150 million term loan for the development finance for the construction of the Kempinski Hotel at The Wave in Muscat Islamic Finance Addleshaw Goddard's specialist Islamic Finance lawyers are experienced in structuring deals that are Shari'ah-compliant and effective. They have had significant experience in dealing with complex documentation, ownership and risk allocation. The continued promotion of our Islamic Finance capabilities has remained a strategic priority for our Finance & Projects Division in recent years. This has been reinforced by the growth of our offices in Doha, Dubai, Hong Kong, Muscat and Singapore, and the continued recruitment of regional Islamic Finance experts. Our lawyers act for a number of prominent Shari'ah-compliant financial institutions across the world and are highly knowledgeable on all structures utilised by such institutions as our representative experience below illustrates. A UAE Islamic bank: Advised on its lending and security structures with respect to UAE developers based in free zones Shari ah-compliant Fund: Advised regarding $110 million acquisition of a majority stake in a building in the Dubai Investments Park and leveraged Shari ah-compliant financing

5 Bank Sohar: Advising the Mandated Lead Arrangers in connection with a US$257 million project finance with a mix of Islamic and conventional facilities for the Moon Iron and Steel Company project at Sohar and structuring the transaction and the security sharing arrangements between the Islamic financiers and conventional banks Masraf Al Rayan and its subsidiary, Al Rayan Investment: Advised on the establishment and management of a Shari ah-compliant GCC equity fund regulated by the Qatar Central Bank with a maximum capital of US$700,000,000 Masraf Al Rayan QSC: Advised the Investment Agent in connection with the 350 million commodity murabaha in respect of the purchase of 11 tower blocks in East London (the former Olympic Athletes Village) UAE private equity house: Advised on a US$200 million financing facility entered into for the purpose of real estate development Cayman Islands domiciled fund: Advised in connection with all aspects of the financing of a US$1.3 billion mixed use development in Doha Deutsche Bank, HSBC, QInvest and Standard Chartered Bank: Advised on Qatar law in their capacity as managers on the establishment of a US$1,500,000,000 sukuk programme by Qatar Islamic Bank and the issue of US$750,000,000 certificates thereunder Qatar International Islamic Bank: Advised the bank as issuer on English and Qatari law on their debut US$700,000,000 sukuk issue listed on the Irish Stock Exchange Masraf Al Rayan QSC: Advised and negotiated an ISDA/IIFM Tawahhut Master Agreement Project Finance AG's project finance team is amongst the most experienced in the market, with wide-ranging expertise across a diverse spread of sectors both in the UK and overseas. We advise funders, sponsors and procuring authorities on all aspects of their senior debt and equity funding arrangements and work closely with our domestic and international projects colleagues to provide a full project finance offering. Sectors we cover include conventional power and renewable energy (solar, biomass, wind and offshore marine), natural resources (oil and gas and mining), transport (rail, ports and airports, highways, freight and logistics) and social infrastructure (health, education, housing and regeneration). This broad coverage means that we bring not only real know how and experience, but also new ideas and ways of working. bank muscat SAOC: Advised as the project financier to a USD 250 million term loan facility to finance the expansion project for Shadeed Iron & Steel Company LLC for the construction of a metal shop at Sohar and structuring and perfecting security package Project company: Advised on the US$850 million project financing for the first governmental IWPP to be implemented in Saudi Arabia Kuwaiti bank: Advised with respect to a proposed US$600 million project financing of an upstream gas facility bank muscat SAOC: Advised on its US$22 million secured working capital facilities to Al Batinah Power Company SAOC in connection with requirements for Sohar 2 IPP and acceding to project security Shipping and Aviation Finance Our team has extensive expereince in sale and purchase, superyacht, ship and rig building and repair contracts, ship and yacht finance (including Islamic finance) and leasing; tax-based finance, residual value support, management and crewing agreements, ownership and operation arrangements and agreements, joint ventures and charters. We have advised aircraft manufacturers, owners, operators, lessors and financiers on virtually every aspect of the industry as concerns both business and commercial aircraft. Our team's experience ranges from purchase agreements through finance and operating leases for both aircraft and engines and the corporate and security structures involved in these arrangements, export credit finance, aircraft registration, maintenance and crewing agreements, ground handling contracts and engine and rotable spares pooling arrangements. A Saudi contractor: Advised in relation to the delivery on one dredger and, subsequently, the construction and

6 financing of another using export credit financing, and the purchase and financing (on Islamic principles) of a third A start-up private equity-owned shipowner: Advised in relation to the construction and financing of its six-vessel fleet CDB Leasing (a subsidiary of China Development Bank): Assisted in relation to the acquisition of an aircraft operating lease portfolio from GECAS Abu Dhabi National Leasing: Advised in relation to the financing of a portfolio of aircraft engines used by Etihad Airways BNP Paribas: Advised on the deregistration of a UAE aircraft mortgage over a business jet A UAE offshore industry shipowner: Advising in connection with the financing on Islamic principles of six vessels and two new buildings Acting for an international oil and gas equipment supplier in commercial fraud case in the DIFC Courts The European Export Credit Agencies (ECGD, Hermes and Coface): Advised in relation to the UAE aspects of financings of numerous Airbus aircraft delivered to Etihad and Air Arabia Handled the Cape Town Convention international interest registrations arising out of numerous aircraft leasing transactions for JP Morgan Chase, Deutsche Bank, BTMU, Standard Chartered and SMBC, among others Further information For more information on our MENA Banking and Finance services, and how we can help you, please contact one of our dedicated aviation team members: Roger Byrne Head of GCC Banking and Project Finance r.byrne@aglaw.com Martin Brown Head of Islamic Finance m.brown@aglaw.com Sarah Carmody Legal Director s.carmody@aglaw.com

7 aglaw.com Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo* *a formal alliance with Hashidate Law Office 2016 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged. This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. It does not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to any facts and circumstances. Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability partnership registered in England & Wales and authorised and regulated by the Solicitors Regulation Authority) and its affiliated undertakings. Addleshaw Goddard operates in the Dubai International Financial Centre through Addleshaw Goddard (Middle East) LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong through Addleshaw Goddard (Hong Kong) LLP (a limited liability partnership registered in England & Wales and registered and regulated as a foreign law firm by the Law Society of Hong Kong) in association with Francis & Co. In Tokyo, legal services are offered through Addleshaw Goddard's formal alliance with Hashidate Law Office. A list of members/principals for each firm will be provided upon request. The term partner refers to any individual who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing and qualifications. If you prefer not to receive promotional material from us, please us at unsubscribe@aglaw.com. For further information please consult our website or