Cruise. wfw.com. Finance & investment. Transport Real estate ICT. Maritime Energy Natural resources. Corporate Finance Tax Dispute resolution

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1 Cruise Finance & investment Maritime Energy Natural resources Transport Real estate ICT Corporate Finance Tax Dispute resolution Employment Regulatory London New York Paris Hamburg Munich Frankfurt Milan Rome Madrid Athens Singapore Bangkok Hong Kong wfw.com

2 01 OUR CRUISE PRACTICE Our cruise practice Watson, Farley & Williams heritage as a maritime law firm enables us to offer an experienced, dedicated team which provides a full service legal offering to all participants in the cruise industry. Our clients range from shipbuilders and new market entrants to industry leaders and financiers. Our work spans finance, tax and corporate law as well as employment law, competition and regulatory and dispute resolution. Focussed shipping expertise We have one of the largest dedicated shipping legal practices in the world. We provide effective integrated cross border advice on all aspects of ship owning, operating, building and funding which includes advice on finance, leasing, structuring, corporate law, tax, regulation, litigation and employment law. International scope Through a combination of experts across our international offices, we have the ability to advise on English, French, German, Spanish, Italian, Greek, Russian, Singaporean, Thai, Hong Kong, New York, Liberian and Marshall Islands law. No other practice can match our scope and range of services to this sector of the market.

3 OURCRUISEPRACTICE Ourworkinthecruisesector Wehavealwayshadastrongreputationforproviding clientswithinnovative,cross bordersolutionsin the maritimesector. Withclientsrangingfromownersandoperatorstothe leadingfinancialinstitutions,ourexperienceinthe shippingsectorisbothvariedandin depth.ourcruise teamhasworkedwithmarketentrantsandindustry leaderstohelpthemachievetheirbusinessobjectives. Ourservicestothecruisesectorinclude: Financing > newbuildingandsecond handcruiseshipfinancing > domesticandcross borderfinanceleasing > structuredfinanceandsecuritisations > operatingleasesandotheroff balancesheetfinancing > exportcreditagency backedfinancing > syndicationandsecuritisation > creditenhancementstructures > insurancepolicies,includingcreditwrapsandasset protection > cruiseshipsaleandpurchases > newbuildingcontracts > vesselemployment(charterparties,coas,pools,etc.) > maritimelegislation > workouts. Corporate > mergersandacquisitions > corporatefinance > securitiestransactions > privateequity > jointventuresandstrategicalliances > > > > 02 intellectualproperty commercialcontracts employmentlaw competitionandregulatorylaw. Tax Wehavetaxspecialistsinprincipalshippingjurisdictions whoareexperiencedinstructuringandotherissueswhich ariseinthecruisesectorandworkcloselywithour corporateandfinancelawyers. Disputeresolution WehavelitigationspecialistsinLondon,NewYork, Hamburg,SingaporeandBangkokwhoseexperienceis rootedinthemaritimesector.theseeffectiveteams arefamiliarwithallthecommercialandotherissues whichownersandinvestorsfaceinthecruiseindustry. Wecoverthefullrangeofdisputeresolutionservices,in courtlitigation,arbitrationandmediation.weare experienced inhandlingcross borderdisputesandmulti jurisdictionalmattersandhavemanagedarbitrationsin alltheprincipalinternationalarbitrationcentresinthe world. Crisismanagement Ourpracticalteamalsoprovidesstraightforwardadvicein timesofcrisis.wehaveagreatdealofexperiencein supportingclientsthroughrestructuringandinsolvency procedures. Watson,Farley&Williams Cruise

4 03 SELECTED EXPERIENCE Selected experience Royal Caribbean Cruise Line (RCCL) Advising a major shareholder of RCCL in connection with the proposed US$6bn merger of Royal Caribbean and P&O Princess Cruises Plc and the hostile offer by Carnival Corporation for P&O Princess. Fortis Bank Advising Fortis Bank on the re packaging of its fleet financing (including loans, revolvers and guarantees) of Royal Olympic Cruises and in connection with the delivery of Olympic Voyager. Calyon Acting in relation to the financing of newbuildings including a 1.1bn COFACE export credit syndicated financing of two 3,300 passenger cruise ships, and a 840m COFACE export credit syndicated financing in relation to two 2,550 passenger cruise ships. Cruise Ship Delivery Advising our client on the delivery of MV Riviera following the part financing of this newbuild passenger cruise ship by CACIB, Société Générale and SACE. This transaction was related to the financing and delivery of the sister ship MV Marina. Mexican Cruise Company Advising a Mexican company on the acquisition of a cruise ship from Louis Cruises. The company intends to operate the first Mexican run cruises in Mexico, mainly for Mexican holiday goers. Ex Renaissance Fleet Advising from the onset the specially formed owners of the ex Renaissance fleet in connection with all matters concerning employment of vessels until the eventual disposal to long term owners. Holland America Line Advising Holland America Line, a subsidiary of Carnival Cruise, on the rearrangement of security for a cruise ship on longterm bareboat charter to Louis Cruises who in turn charter the ship to Thomson, a subsidiary of the TUI group.

5 SELECTED EXPERIENCE 04 EasyCruise Acting for a budget cruise line (a new entrant in the market) in placing an order for a series of newbuildings. Dispute with Ship Yard Advising ship owners in relation to a well publicised dispute with a ship yard as to the yard s readiness to carry out a substantial midsection conversion to a cruise vessel. US Cruise Group Advising a US cruise group on the reorganisation of its European and river cruise operations. Legal Opinions Issuing legal opinions in relation to: (a) English law assignments of reinsurances; and (b) execution of other documents by an English company. Festival Cruise Line Advising the owners of cruise vessels acquired from the collapsed Festival Cruise Line on substantial claims brought for wrongful arrests by creditors of Festival. Royal Caribbean Cruise Line (RCCL) Advising RCCL on the construction, financing and delivery arrangements for all its recent cruise ship newbuildings in Finland and Germany. Fleet Refinancings Advising a Euro American operator and an Asianbased operator on their respective fleet refinancings, vessel sale and purchase, newbuild programmes and on all other legal aspects of their marine fleet operations. Watson, Farley & Williams Cruise

6 05 SELECTED EXPERIENCE Crédit Agricole Corporate and Investment Bank (CA CIB) Acting for CA CIB in relation to the financing of a cruise ship newbuilding ordered by MSC Cruise at STX France with COFACE export credit syndicated pre and post delivery financing. Export Credit Agreement Advising on a 1.2bn French Export Credit Agreement and corresponding shipbuilding contracts for a Euro American cruise line. Ship Yard Acting for a yard in the negotiations for the construction and predelivery financing of the World of ResidenSea. UK and French Tax Lease Advising a French bank on UK and French tax lease financings of cruise vessels constructed by STX France SA. UK Tonnage Tax Advising a cruise operator on its successful application for UK tonnage tax election and subsequent tax lease for a cruise ship newbuilding and related UK operations. Fred Olsen Cruise Lines Advising Fred Olsen Cruise Lines on the sale of three cruise vessels, MV Black Prince, MV Boudicca and MV Balmoral(Ex MV Norwegian Crown) registered under Bahamas Flag. Cruise Terminal Facility Advising the non Cuban partner on a joint venture for the development and operation of a cruise terminal facility in Cuba.

7 REPUTATION 06 Reputation This firm maintains a stellar reputation in shipping finance, combining historic strength of practice with extensive international coverage. One of the market leaders in general shipping. Chambers Europe experienced shipping legal counsel, and very hands on... also very efficient and fast to respond to queries....very sharp and commercial...with the experience of having handled many different types of shipping deals. WFW is recognised for its ship finance prowess, and its crosspractice group is recommended for its commerciality, sector knowledge and support. Legal 500 Asia Pacific 2012 According to commentators, the firm is efficient, prompt and always there for you. Chambers Europe vast amount of experience in the market gives us a lot of confidence. Chambers UK 2012 WFWʹs global maritime practice is the jewel in the firmʹs crown... Legal 500 Asia Pacific 2012 a deep understanding of ship financing not only the legal side, but also of the shipping industry itself. Watson, Farley & Williams Cruise

8 07 REPUTATION Sources say: We tend to use them for slightly more complex matters, as we feel that they have a broader international network. WFW provides prompt, effective support under all circumstances. Legal 500 EMEA 2012 Sources say: The group is fast, accurate and offers detailed yet clear advice. Chambers Europe the firm provides an excellent service... clients appreciate the depth of its lawyersʹ knowledge. Chambers Asia extremely astute, particularly on the commercial and finance side of the practice. The firmʹs strong finance base, and long affiliation with the shipping sector, make it a favourite choice for prominent local and international banks. Chambers Europe 2012 A very down to earth and approachable law firm with lawyers who have a thorough understanding of what banks need. Highly talented, diligent and hardworking. Legal 500 Asia Pacific 2012 This firm enjoys an exceptional reputation for shipping finance. Chambers UK 2012

9 OUR APPROACH 08 Our approach Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA. We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice. Watson, Farley & Williams Cruise

10 09 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: Fax: Avenue of the Americas New York NY Tel: Fax: , avenue des Champs Elysées Paris Tel: Fax: Jungfernstieg Hamburg Tel: Fax: Piazza Navona, 49 2nd Floor int 2/ Rome Tel: Fax: Munich Milan Gewürzmühlstraße Munich Piazza del Carmine Milan Tel: Fax: Tel: Fax: Frankfurt Ulmenstraße Frankfurt am Main Tel: Fax:

11 OUR OFFICES 10 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, Madrid Tel: Fax: th Floor, Building B, 348 Syngrou Avenue, Kallithea , Athens Tel: Fax: Battery Road #28 00 Singapore Tel: Fax: Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok Tel: Fax: Units One Pacific Place 88 Queensway Hong Kong Tel: Fax: All references to Watson, Farley & Williams and the firm in this publication mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a partner means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication 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 question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising LON KW KW 03/12/2013 Watson, Farley & Williams 2013 Watson, Farley & Williams Cruise

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