maritime practice Helping Clients Navigate the Legal Shoals of International Shipping Transactions Global Reach Contact Us

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1 Global Reach Orrick is a leading global law firm focused on counseling companies in the financial services, energy and infrastructure, and technology sectors. Celebrating its 150th anniversary, the firm has 25 offices across key markets in the United States, Europe and Asia. Chambers Global cites the firm s teams for leadership across 43 transactional and litigation practice areas and recognizes 97 Orrick lawyers worldwide as leading practitioners. Recognizing Orrick s strong culture of client-service excellence, mentoring, inclusion and community responsibility, American Lawyer recently named the firm to its 10-Year A-List. Contact Us william haft whaft@orrick.com jean-marc zampa Paris jmzampa@orrick.com raniero d aversa rdaversa@orrick.com peter rooney prooney@orrick.com stephen phillips London stephen.phillips@orrick.com eugene chang Tokyo wjchang@orrick.com Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street, NY United States tel Orrick Rambaud Martel 31, avenue Pierre 1er de Serbie Paris Cedex 16 France Attorney advertising. As required by law, we hereby advise you that prior results do not guarantee a similar outcome. June 2014 europe asia north america beijing berlin brussels düsseldorf frankfurt hong kong london los angeles milan moscow munich new york orange county paris portland rome sacramento san francisco seattle shanghai silicon valley taipei tokyo washington dc global operations center (wheeling, wv) maritime practice Helping Clients Navigate the Legal Shoals of International Shipping Transactions

2 30 years of providing an array of legal services to the international shipping community, particularly in the areas of: Bank Finance Capital Markets Mergers and Acquisitions Restructurings Orrick combines sophisticated legal advice with deep experience in the maritime sector. We have extensive experience guiding clients through distressed situations. Orrick s international shipping team brings decades of market experience coupled with the highest-quality legal skills to guide clients through their most sensitive legal issues and to find novel solutions for their changing business needs. Historic lows for dry bulk charter rates and vessel values, as well as a surplus of vessels and higher fuel costs, have affected the shipping industry. We assist vessel lenders in addressing their shipping portfolios in the face of current market challenges. With a broad network and multidimensional practice experience, we are dedicated to providing seamless solutions for transactions that involve a myriad of complex legal issues. out-of-court workouts. Orrick advises on enforcement From international and cross-border leasing transactions to complex structured finance, distressed shipping and corporate finance matters, we advise investors, ship owners, credit providers and other market participants in a variety of areas, including: Syndicated ship mortgage credit facilities Public securities offerings and private placements Operating and financing leases, structured financings and other off-balance-sheet transactions Mergers, acquisitions and joint ventures New building contracts issues related to distressed shipping, including ship arrests, infusion of additional cash against collateral, the restructuring of existing loans and obtaining additional security. Our experience handling all types of restructurings gives us an important advantage when assisting our shipping clients, and we leverage our relationships with the financial community to develop novel solutions. u.s. bankruptcy chapter 11 and international bankruptcy proceedings. We represent lender groups, debtors, creditors and committees in bankruptcy and insolvency cases in US and international courts and have represented parties in all phases of insolvency litigation, with remarkable success at the motion stage, at trial and on appeal. dip loan facilities and exit financings. We advise asset sales. We have firsthand knowledge of the business, regulatory and legal landscapes in every major jurisdiction, having advised on more than 500 distressed matters since 2009 in the United States, Canada, Germany, France, Italy, the United Kingdom, China, Japan and Korea. lead lenders regarding syndicated loan facilities made to Debtors in Possession and in connection with their exit financing strategies. Insurance policies, including lender and asset protection chambers europe Orrick is well regarded for its work on shipping, cargo and container financings particularly experienced in structured and leasing transactions, as well as sales, purchases and charter party negotiations regularly collaborates with the firm s offices in the rest of Europe as well as in the USA and Asia to work on international mandates chambers europe, shipping finance Jean-Marc Zampa is a very strong negotiator with expertise in complex structured and tax-advantaged work Sale and purchase arrangements Taxation Enforcement of security Dispute resolution Port infrastructure financings Strong ties to export credit and multilateral agencies facilitate a smooth approval process for complex transactions. A key client service differentiator is Orrick s extensive export finance experience. We have developed in-depth knowledge of, and deep relationships with, the most active export credit and multilateral agencies, including: Privatizations Structured charter parties and pooling arrangements Orrick s shipping specialists are based in several of our key international locations and advise on domestic, international and cross-border matters governed by English, US, EU, French, Italian, Korean or Japanese law. African Development Bank China Development Bank Korea Development Bank Asian Development Bank China-Exim Bank K-sure Banque Ouest Africaine de Coface ODL Finnvera ONDD JBIC OPIC Développement CESCE CEXIM Korea Eximbank

3 30 years of providing an array of legal services to the international shipping community, particularly in the areas of: Bank Finance Capital Markets Mergers and Acquisitions Restructurings Orrick combines sophisticated legal advice with deep experience in the maritime sector. We have extensive experience guiding clients through distressed situations. Orrick s international shipping team brings decades of market experience coupled with the highest-quality legal skills to guide clients through their most sensitive legal issues and to find novel solutions for their changing business needs. Historic lows for dry bulk charter rates and vessel values, as well as a surplus of vessels and higher fuel costs, have affected the shipping industry. We assist vessel lenders in addressing their shipping portfolios in the face of current market challenges. With a broad network and multidimensional practice experience, we are dedicated to providing seamless solutions for transactions that involve a myriad of complex legal issues. out-of-court workouts. Orrick advises on enforcement From international and cross-border leasing transactions to complex structured finance, distressed shipping and corporate finance matters, we advise investors, ship owners, credit providers and other market participants in a variety of areas, including: Syndicated ship mortgage credit facilities Public securities offerings and private placements Operating and financing leases, structured financings and other off-balance-sheet transactions Mergers, acquisitions and joint ventures New building contracts issues related to distressed shipping, including ship arrests, infusion of additional cash against collateral, the restructuring of existing loans and obtaining additional security. Our experience handling all types of restructurings gives us an important advantage when assisting our shipping clients, and we leverage our relationships with the financial community to develop novel solutions. u.s. bankruptcy chapter 11 and international bankruptcy proceedings. We represent lender groups, debtors, creditors and committees in bankruptcy and insolvency cases in US and international courts and have represented parties in all phases of insolvency litigation, with remarkable success at the motion stage, at trial and on appeal. dip loan facilities and exit financings. We advise asset sales. We have firsthand knowledge of the business, regulatory and legal landscapes in every major jurisdiction, having advised on more than 500 distressed matters since 2009 in the United States, Canada, Germany, France, Italy, the United Kingdom, China, Japan and Korea. lead lenders regarding syndicated loan facilities made to Debtors in Possession and in connection with their exit financing strategies. Insurance policies, including lender and asset protection chambers europe Orrick is well regarded for its work on shipping, cargo and container financings particularly experienced in structured and leasing transactions, as well as sales, purchases and charter party negotiations regularly collaborates with the firm s offices in the rest of Europe as well as in the USA and Asia to work on international mandates chambers europe, shipping finance Jean-Marc Zampa is a very strong negotiator with expertise in complex structured and tax-advantaged work Sale and purchase arrangements Taxation Enforcement of security Dispute resolution Port infrastructure financings Strong ties to export credit and multilateral agencies facilitate a smooth approval process for complex transactions. A key client service differentiator is Orrick s extensive export finance experience. We have developed in-depth knowledge of, and deep relationships with, the most active export credit and multilateral agencies, including: Privatizations Structured charter parties and pooling arrangements Orrick s shipping specialists are based in several of our key international locations and advise on domestic, international and cross-border matters governed by English, US, EU, French, Italian, Korean or Japanese law. African Development Bank China Development Bank Korea Development Bank Asian Development Bank China-Exim Bank K-sure Banque Ouest Africaine de Coface ODL Finnvera ONDD JBIC OPIC Développement CESCE CEXIM Korea Eximbank

4 Global Reach Orrick is a leading global law firm focused on counseling companies in the financial services, energy and infrastructure, and technology sectors. Celebrating its 150th anniversary, the firm has 25 offices across key markets in the United States, Europe and Asia. Chambers Global cites the firm s teams for leadership across 43 transactional and litigation practice areas and recognizes 97 Orrick lawyers worldwide as leading practitioners. Recognizing Orrick s strong culture of client-service excellence, mentoring, inclusion and community responsibility, American Lawyer recently named the firm to its 10-Year A-List. Contact Us william haft whaft@orrick.com jean-marc zampa Paris jmzampa@orrick.com raniero d aversa rdaversa@orrick.com peter rooney prooney@orrick.com stephen phillips London stephen.phillips@orrick.com eugene chang Tokyo wjchang@orrick.com Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street, NY United States tel Orrick Rambaud Martel 31, avenue Pierre 1er de Serbie Paris Cedex 16 France Attorney advertising. As required by law, we hereby advise you that prior results do not guarantee a similar outcome. June 2014 europe asia north america beijing berlin brussels düsseldorf frankfurt hong kong london los angeles milan moscow munich new york orange county paris portland rome sacramento san francisco seattle shanghai silicon valley taipei tokyo washington dc global operations center (wheeling, wv) maritime practice Helping Clients Navigate the Legal Shoals of International Shipping Transactions

5 selected engagements Asset, Structured and Traditional Ship Mortgage Financings Our lawyers regularly advise on the financings of mega container ships, supply vessels, LNG and crude oil carriers, as well as passenger ferries. bnp paribas Japanese operating leases that were structured for the benefit of CMA CGM Group. groupe bpce 150 million tax-leveraged lease financing of a RO-PAX passenger ferry providing passenger and roll-on roll-off services between the French coast and Corsica. crédit agricole corporate and investment bank (ca-cib) We have represented CA-CIB in numerous tax lease/export credit transactions in the shipping industry over the years. Most recently, we advised CA-CIB in connection with: $100 million syndicated ship mortgage financing provided to Genco Shipping & Trading; 2.2 billion tax-leveraged lease financing of MSC Fantasia, MSC Splendida, MSC Musica and MSC Orchestra ordered from STX France; 800 million financing of two 8,500 TEU container carrier vessels and three 13,300 TEU container carrier vessels built in Korea for CMA CGM, with BNP Paribas as co-arranger; 342 million refinancing of CMA CGM Magellan and Corte Real, each with capacities of 13,300 TEU. In a novel structure, the financings combine a bank loan, a seller credit, a junior loan from a Norwegian lessee and a subordinated loan from CMA CGM; Syndicate of banks led by CA-CIB on the 550+ million export credit/leveraged lease financing of the MSC Divina, new flagship of the MSC Crociere fleet, through a mortgage financing structure under English law and French tax lease refinancing. crédit industriel et commercial (cic) 200 million financing through a Singapore operating lease of three 6,500 TEU container vessels built in China Leasing Deal Of the Year (Marine Money); With BNP Paribas, KEXIM Bank (UK) Limited and other financial institutions, 450 million financing for the acquisition of two 13,300 TEU container ships built in Korea and their bareboat charter through a leasing to CMA CGM; Refinancing of eight supply vessels on behalf of Bourbon Maritime for the exploitation of oil fields. gdf suez Tax lease unwind and refinancing of two LNG carriers for an amount of 110 million each; Tax leveraged lease financing and acquisition of an LNG carrier for more than 200 million. korea development bank Pre-and post-delivery financings of two LNG carriers. syndicate of u.s. insurance companies Synthetic lease financing of a crude oil carrier for the shipping subsidiary of a major U.S. oil company. transportacion maritima mexicana Securitization of receivables from long-term freight contracts. syndicate of international banks Pre- and post-delivery financing of two 150,000 m 3 LNG carriers built in Korea.

6 selected engagements Capital Markets chiles offshore inc. Initial public offering on American Stock Exchange, acquisition of an oil drilling rig and merger with GIA2, Inc. cic Issuance of commercial paper subsequent to the securitization of 420 million freight receivables held by a maritime transportation group and the subsequent restructuring of the transaction; 120 million EUR/GBP commercial receivables securitization for the Crown Group sponsored by CA-CIB and Ester Finance Titrisation. greek shipping companies Issuance of high-yield securities under Rule 144A for several Greece-based issuers, including restructurings in the U.S. and Europe. viking river cruises $250 million Rule 144A/Regulation S offering of Senior Notes guaranteed by certain of Viking Cruises subsidiaries located in seven countries, including the United States. M&A nautilus offshore services A provider of support vessels for offshore oil drilling to PetroBras in Brazil, and its shareholders, Vega Resources Group AS and Oil & Gas Ships Investors Limited; $85 million acquisition of Assetplus Limited by Nautilus Marine Acquisition Corp. ca-cib With BNP Paribas, bridge financing for an amount of $820 million granted to the MHL Group in relation to contemplated port and terminal disposals. industrial investors group $1.3 billion sale of its controlling stake in Russia s Far Eastern Shipping Company (FESCO) to Summa Group and its minority partner. The complex sale involved more than 10 interrelated M&A and finance transactions and a mixed fleet of over 25 vessels. private interested parties and directors In connection with various transactions including: Acquisition of certain drill rig assets by a NASDAQ listed off-shore drilling company; $239 million acquisition involving two NASDAQ listed drybulk companies. u.s. private equity sponsor Formation of an investment fund focused on maritime and other assets. u.s. shipping company Acquisition and subsequent sale of a major Canadian shipping company. vanguard logistics services Acquisition of the assets and business of Ocean World Shipping in Hong Kong. Restructurings and Workouts bank of nova scotia Advised the agent to a syndicate of lenders in the Sea Containers bankruptcy case. bnp paribas Syndicate of banks led by BNP Paribas on the restructuring of a $1.2 billion export and French tax lease ship financing for CMA CGM. ca-cib Restructuring of CMA CGM s $5 billion debt; Restructuring of MSC Group s debt; $1.2 billion facility to the MHL Group in relation to the debt restructuring of the MSC Group. royal bank of scotland Advised the agent to the lenders of Eagle Bulk Shipping Inc. in restructuring in excess of $1.2 billion. Eagle Bulk Shipping Inc. is a publicly traded company listed on the Stock Exchange with approximately 50 vessels.