MARITIME RESTRUCTURING & INSOLVENCY

MARITIME RESTRUCTURING & INSOLVENCY

Esteemed name in shipping... Noted for its depth of expertise. Chambers Europe 2014 KEY FACTS THE LARGEST DEDICATED SHIP FINANCE PRACTICE IN THE WORLD OVER 30 YEARS SPECIALIST MARITIME EXPERIENCE EFFICIENT: "A GOOD EXPERIENCE: THEY SUPPORTED US WELL, GAVE US STRONG ADVICE AND THEIR TECHNICAL AND COMMUNICATION SKILLS ARE ALSO TO BE HIGHLY RATED." CHAMBERS GLOBAL 2014 LONG-STANDING EXPERTISE IN SHIPPING AND MARITIME FINANCING CHAMBERS GLOBAL 2014 FULL SERVICE TO THE MARITIME INDUSTRY: ADVISING ON FINANCE, CORPORATE, TAX, REGULATORY, EMPLOYMENT AND DISPUTE RESOLUTION. DEDICATED MARITIME LAWYERS IN 14 INTERNATIONAL OFFICES

MARITIME RESTRUCTURING & INSOLVENCY 2 MARITIME One of the largest dedicated maritime legal practices in the world, Watson Farley & Williams delivers a powerful combination of technical excellence and industry expertise. Trehendu ciantiis que soluptatsse core "WFW IS A POWERFUL maionsedis con ent ut prorrum quae SHIPPING FINANCE LAW quam et quunt est, sum ad minti diti consequae FIRM THEY dollam ARE vel exped VERSATILE mosam fuga. PEOPLE Genimporro WHO odic DO A tecabo. BROAD Nem. Qui RANGE bla am OF aut WORK." quatur as alia dentur, unt essendantium disi corporuptas dolo CHAMBERS core, optias GLOBAL et fuga. Is 2014 aute adignate doluptatur ol oreperferi. On hand to provide integrated crossborder advice in all aspects of the maritime sector, we have a presence in all the major shipping centres. With clients ranging from owners and operators to the leading financial institutions plus our ability to offer advice on English, French, German, Spanish, Italian, Greek, Thai, New York, Liberian, Singaporean, Hong Kong and Marshall Islands law, no other practice can match our scope and range of services to the market. Our market leading team provides incisive, commercially driven advice on every aspect of international maritime finance to clients across the world. The industry is suffering its share of the turmoil across the global market place; the squeeze on financing has led some owners and operators to seek restructuring solutions to maintain viable businesses while some have fared worse, falling into insolvency. As the market has become increasingly challenging, we have leveraged our expertise and have advised our clients on restructurings, workouts and enforcements to become one of the pre eminent law firms in this area.

3 Watson Farley & Williams RESTRUCTURING, WORKOUTS AND INSOLVENCY & ENFORCEMENTS Restructuring The lawyers in our specialist restructuring practice have vast experience of dealing with all types of distress in the maritime sector. Expert in multi jurisdictional assessments of restructuring situations, we offer practical and legal solutions on complex, cross border matters. Our priority is to deliver a successful outcome for our clients preferably through a consensual solution. Very often the key issue lies in the resolution of complex inter creditor (and often intra syndicate) issues of priority and expectation over cash flow or asset recoveries. Through our strong banking background, we offer creative and balanced solutions to these complex and sensitive issues. Most restructuring work will involve complex related issues, we project manage effectively by working with our clients to identify problems early, manage defaults and understand the ultimate future of the vessels in question. Given our experience and capability, we have been involved in practically all of the major shipping restructurings which have taken place in recent times. Our experience includes: Possession and exercise of self help remedies Exercising rights under a pledge of shares Shadow directorships Creditor committees Coordinating committees Inter creditor issues Vessel tracking Ship management issues Evaluation of insolvency options Foreclosure jurisdictional planning Cross border insolvency Liabilities and other third party claims Shipbuilding contract problems Refund guarantee issues Derivative disputes Insurance issues Protecting charters Protecting newbuilding contracts Restructuring and Workouts A successful workout or restructuring relies on open dialogue between the respective parties. We focus on seeking transparency, co operation and a viable commercial solution for all parties involved in these situations. Our clients include more than 150 international banks and financial institutions, note/unit holders, trustees, shareholders/borrowers/ guarantors, charterers, managers, brokers, vessel owners, operators, corporations, governments and governmental agencies who collectively dominate the world s shipping markets. Seeking the most practical outcome possible, we also regularly act for coordinating committees to manage default and protect the lenders position.

MARITIME RESTRUCTURING & INSOLVENCY 4 Over the last 30 years, we have enforced on behalf of bank lenders against more ships in more jurisdictions than any other law firm in the world. In the US, we have been involved with most of the major shipping related bankruptcy cases in New York, and a large number elsewhere in the US, including Chapter 11, since the Hellenic Lines Cases in the late 1980s. We have also been involved in the majority of enforcements in the post credit crunch era such as Britannia Bulk and Ocean Tankers. Insolvency and Enforcements Working through a range of options to avoid court enforcement, we recognise that this is the lender s last resort. We have had considerable success in minimising cost and losses by using private power of sale of vessels (often with charter) or exercising pledges of shares. We also have a range of methods for procuring co operation where it might not otherwise be available. If court enforcement is necessary, our experienced team work to maximise speed, minimise cost and provide the lender with optimal post auction solutions. We provide the full range of services through the process from first problem to eventual realisation of arrests. "OFTEN LEADS THE WAY IN COMPLEX SHIP FINANCE TRANSACTIONS WITH CONSIDERABLE EXPERIENCE IN MATTERS RANGING FROM SHIP MORTGAGE ENFORCEMENT TO ASSET FINANCE." CHAMBERS GLOBAL 2014

5 Watson Farley & Williams SELECTED EXPERIENCE RESTRUCTURING & WORKOUTS PUBLICLY LISTED TANKER COMPANY Advising the Agent and the lending group in the restructuring of a longterm loan facility and a revolving loan facility provided by them to a publicly listed tanker company. KOREAN SHIPYARD CONTRACTS Advising a shipowner/buyer on the restructure of five ship building contracts with a Korean shipyard in 2011. PUBLICLY LISTED BULK CARRIER COMPANY Advising the Agent and the lending group in multiple restructurings of a term loan facility provided by them to a publicly listed tanker company. CONTAINER SHIPS Advising a number of Coordinating Committees organised by the lenders to certain major shipping groups in financial difficulties, including in particular the container ship sector. VARVATES GROUP Advising a French bank in relation to the ship mortgage enforcement and subsequent warehousing of three cement carriers in the Varvates Group. BAREBOAT CHARTER Advising Senior Lenders and Swap Banks in relation to the restructuring of the US$125m senior loan facility for the sale and leaseback of six ships, involving a party which had become subject to court rehabilitation proceedings in Korea. DEFAULT LOAN RESTRUCTURING Advising a French bank on the default restructuring of a loan facility for the financing of a chemical tanker following the cancellation of the shipbuilding contract. The proposal involved taking collateral vessel security and further guarantees. RESTRUCTURING OF PIONEERING LOAN Advising a French bank on the restructuring of a US$193m senior buyer credit, US$14m mismatch loan and guarantee facilities. Liaising with KSure and Komarf in multiple intercreditor arrangements. PUBLICLY LISTED TANKER COMPANY Advising the lender in the restructuring of a term loan facility provided by them to a publicly listed tanker company. FESCO Advising the co ordinating lenders for all international debt raised by the FESCO Group on restructuring plans, including new debt and equity and asset disposal, leading to a successful restructuring of FESCO. RESTRUCTURING OF A LOAN FACILITY OF OVER US$243M Advising on the restructuring of a loan facility of US$243,865,709 in connection with Tufton Oceanic s acquisition of a 50% interest in Allocean Charters from the Allco Finance Group, which was a victim of the credit crisis. CROSS BORDER LEASE RESTRUCTURE Advising a state owned electricity network operator on restructuring and early termination of US cross-border leases involving power transmission equipment with an aggregate value of approximately US$1.02bn. FRENCH SHIPPING COMPANY Advising the Agent and Lenders on the cancellation of ship building contracts, calling of the refund guarantees, and eventual restructuring of the defaulting French law loan facilities entered into with various subsidiaries of a French shipping company. COMMERCIAL AGREEMENTS Representing a publicly-traded company in providing financing and restructuring commercial agreements with one of its major suppliers who was at risk of bankruptcy. BOND RESTRUCTURINGS Advising on a number of bond restructurings for parties including Sevan and Rubicon.

MARITIME RESTRUCTURING & INSOLVENCY 6 ZIM RESTRUCTURING Advising a European bank in the restructuring of three facilities to Zim group of companies and part of group restructuring. We provided advice to the bank on its rights under the loan documents and how certain structures/options could be implemented. PORTFOLIO RESTRUCTURING Advising a borrower on the restructuring of its shipping portfolio, including the split of the portfolio between three Allocean Chartering companies and US$500m senior and US$60m junior debt financings. PRIVATELY HELD CEMENT CARRIER COMPANY Advising the lender in multiple restructurings of two term loan facilities provided by them to a privately held cement carrier company. RICKMERS MARITIME TRUST Advising the Steering Committee regarding debt restructuring of syndicate facilities extended to Rickmers Maritime Trust and subsidiaries. The complicated, protracted negotiations included dealing with a majority shareholderʹs subsidiary. PUBLICLY LISTED TANKER COMPANY (NOW PRIVATELY HELD) Advising the Agent and the lending group in the restructuring of a term and revolving loan facility provided by them to a publicly listed tanker company. CMA CGM Advising a European bank in relation to the restructuring of some Korean containership newbuildings ordered by CMA CGM within a French tax lease structure. CO ORDINATING COMMITTEE Advising the Co ordinating Committee in respect of the debt restructuring of an Italian vessel operator. Advising under Italian and English law regarding the proposed standstill in relation to financings and a potential restructuring of indebtedness. ARPENI PRATAMA OCEAN LINE Advising syndicates of financial institutions and banks regarding the restructuring of facilities of US$150.4m granted to subsidiaries of Arpeni. This involved many counterparties and legal considerations relating to security. DISTRESSED DEBT FUND Advising a buyout fund which acquired all the bonds of the Club Cruises vessel Astoria (abandoned in Barcelona). Negotiating with arresting parties in order to move it to Gibraltar and arranging for the judicial sale in Gibraltar on an expedited basis. PRIVATELY HELD TANKER COMPANY Advising the lender in the restructuring of a term loan facility provided by them to a privately held tanker company. A EUROPEAN BANK Advising a European Bank on restructuring its corporate and structured finance portfolio with its domestic and international clients, including restructuring of non-performing loans and enforcement issues.

7 Watson Farley & Williams A GOOD EXPERIENCE: THEY SUPPORTED US WELL, GAVE US STRONG ADVICE AND THEIR TECHNICAL AND COMMUNICATION SKILLS ARE ALSO TO BE HIGHLY RATED. CHAMBERS GLOBAL 2014

MARITIME RESTRUCTURING & INSOLVENCY 8 SELECTED EXPERIENCE INSOLVENCY MARCO POLO SEATRADE B.V. Advising a French Bank which was a secured lender with typical mortgagerelated security packages, in a Chapter 11 proceeding in the Southern District of New York. KOREA LINE CORPORATION (KLC) Advising eight banking syndicates on Korean rehabilitation proceedings for KLC, which filed a Chapter 15 proceeding in New York (total debt US$1bn). Many lenders dealing with KLCʹs single purpose companies were affected. TBS INTERNATIONAL PLC Advising a syndicate of banks regarding TBSʹ surrender of six newbuildings in order to be released from the mortgage loans. This was done in connection with TBSʹ debt restructuring outside of bankruptcy and prior to them filing for Chapter 11. OMEGA SHIPPING (BAYTOWN NAVIGATION) Advising junior secured lenders in a Houston, Texas Chapter 11 proceeding. GLOBAL CONTAINER LINES Advising an Asian bank as secured lender and as debtor-in-possession lender to a shipowner and charterer in a Chapter 11 proceeding in the Eastern District of New York. TINFOS Advising the largest unsecured creditor in the US bankruptcy of a metals trading company. SINGAPORE INSOLVENCY Advising a shipowner on the restructuring of chartering arrangements through extensive renegotiation of its charter in and charter out portfolio including agreeing early termination payments; earn out structures; and arbitrations/arrest scenarios. ITALIAN INSOLVENCY Advising a German bank in relation to D Amato s insolvency and filing for preventative composition with creditors. This was one of the first deals in the shipping market where the new Italian bankruptcy law was applied.

9 Watson Farley & Williams BANKRUPTCY OF ITALIAN SHIPYARD Advising the receiver on the bankruptcy of an Italian shipyard Cantiere Navale di Pesaro in a deal worth US$100m. SINGAPORE AND US INSOLVENCY Advising on insolvency regimes in multiple jurisdictions including Scheme of Arrangement and Judicial Management and Chapter 15. EASTWIND Advising European banks and other lenders (with no overlapping security interests) and a charterer recovering assets by exercise of pledge of shares ahead of Chapter 7 filing in New York. Sixteen ships were involved with ships valued at US$350m. MEXICAN INSOLVENCY Advising a German bank in a Mexican guarantee trust structure where one of the Mexican parties was involved in Mexican bankruptcy proceedings.

MARITIME RESTRUCTURING & INSOLVENCY THEY UNDERSTAND OUR BUSINESS AND THEY FOCUS ON THE IMPORTANT POINTS. CHAMBERS GLOBAL 2014 10

11 Watson Farley & Williams SELECTED EXPERIENCE ENFORCEMENTS BRITANNIA BULK INSOLVENCY Acting for the principal lenders regarding the collapse and insolvency of Britannia Bulk. We enforced security over 13 ships through a combination of court auctions and private sales in different jurisdictions. MORTGAGE ENFORCEMENT ACTION Advising a European bank in mortgage enforcement proceedings against a Czech owner. The vessel was sold by direct sale in Gibraltar to a nominated buyer together with a pool agreement. JAPAN CIVIL REHABILITATION Advising a Hong Kong-based French bank on the sale of a mortgaged vessel where the borrower was owned by a Japanese parent, which had filed for civil rehabilitation. This involved issues relating to Japanese law and rights of the mortgagee v charterer. MORTGAGE ENFORCEMENT ACTION Advising a European bank on mortgage enforcement proceedings where a fleet of vessels was located in Russian waters. The fleet was successfully transferred to England, arrested and auctioned. SECURITY ENFORCEMENT Advising a syndicate of lenders in relation to security enforcement following breaches by the borrower in relation to a pre and post delivery financing of a jack up rig. CHINESE SHIPYARD Advising the buyer of two vessels regarding two on-going ad hoc London arbitrations with a Chinese shipyard relating to milestone payments and involving construction issues and allegations of improper conduct and misrepresentation. PRIVATE SALE Advising a German bank in mortgage proceedings in relation to a Gibraltar vessel. Without arresting the vessel the bank exercised its rights under a Gibraltar mortgage to sell the vessel by private sale to a nominated buyer. MORTGAGE ENFORCEMENT ACTION Advising a bank on mortgage enforcement proceedings against the owners of Astor and Condor I, which were successfully transferred to and arrested in Gibraltar. Orders for sale were granted by the Courts of Gibraltar. MORTGAGE ENFORCEMENT ACTION Advising banks in separate mortgage enforcement proceedings against the vessels Leander and Arcadia. The vessels were successfully arrested in Singapore and an order for the sale of each was granted by the High Court. ROYAL STELLA MORTGAGE ENFORCEMENT ACTION Advising a consortium of banks in two separate mortgage enforcement proceedings against the owners of the vessels Royal Stella and Royal Orion, which were arrested in Singapore and orders for sale were granted by the High Court.

MARITIME RESTRUCTURING & INSOLVENCY 12 MORTGAGE ENFORCEMENT ACTION Advising various European banks in connection with the insolvency of a German ship owner and enforcement of mortgages over the vessels in various jurisdictions such as Aruba and Gibraltar. WRONGFUL INTERFERENCE WITH CONTRACT ACTION Advising a bank in High Court proceedings brought in Singapore alleging wrongful interference in contracts between a Chinese shipper and the vessel owner, due to the bankʹs arrest of another vessel with the same owner. BELUGA Advising European banks regarding the insolvency of the German Belgua Group, including advice on various ship mortgage enforcements and the delivery of newbuildings where the purchaser as member of the Beluga Group filed for insolvency. OCEAN TANKERS Advising a bank syndicate on the enforcement of the bankʹs mortgage security over 15 tankers, involving judicial sale proceedings in England, the Netherlands, South Africa, Denmark, Cyprus and the USA. AQUILA VOYAGER Advising a German bank on the enforcement of the bankʹs mortgage security over a bulk carrier vessel, which was sailed to England and judicially sold. PIANURA Advising a European bank on the enforcement of the bankʹs mortgage security over two LPG vessels, which were arrested in England and Gibraltar and judicially sold. GLOBAL KG VESSELS Advising a German bank on the enforcement of the bankʹs mortgage security over five bulk carrier vessels, all of which were sailed to England and judicially sold. NEWLEAD PROSPERITY Advising a European bank on the enforcement of the bankʹs mortgage security over a bulk carrier vessel, which was arrested in England and judicially sold. MAROIL Advising a German bank on the enforcement of the bankʹs mortgage security over two tankers, which were arrested in Singapore and the subject of judicial sale proceedings. ROTTERDAM TRADER Advising a French bank on the enforcement of the bankʹs mortgage security over a bulk carrier vessel, which was arrested in Singapore and judicially sold. IRISL Separately advising two French banks on the enforcement of mortgage security over tankers arrested in Singapore, after defaults relating to EU sanctions, and were the subject of judicial sale proceedings.

13 Watson Farley & Williams REPUTATION AN EXCELLENT FIRM, IT IS AMONG THE BEST. IT IS VERY DEDICATED TO ITS CLIENTS AND UNDERSTANDS THEIR BUSINESS AND COMMERCIAL POSITIONS VERY WELL... CHAMBERS ASIA PACIFIC 2015 DEDICATED AND PROACTIVE TEAM APPLIES THE HIGHEST PROFESSIONAL STANDARDS. LEGAL 500 EMEA 2014 EXTENSIVE REGIONAL COVERAGE OF LATE, THE PRACTICE HAS BEEN VERY ACTIVE ON RESTRUCTURING AND LEASEBACK TRANSACTIONS. CHAMBERS ASIA PACIFIC 2015 RECOGNISED FOR ITS MARKET- LEADING SHIPPING FINANCE PRACTICE. CHAMBERS UK 2015 IN A LEAGUE OF THEIR OWN LEGAL 500 EMEA 2014 LEADERS IN THE FIELD OF SHIPPING FINANCE. CHAMBERS UK 2015 HIGHLY REGARDED TRANSPORTATION DEPARTMENT BEST KNOWN FOR SHIPPING FINANCE MATTERS. OFFERS CROSS-BORDER ADVICE ON SHIP LEASING, RESTRUCTURING AND ENFORCEMENT MATTERS. CHAMBERS EUROPE 2014 SHIPPING FINANCE HEAVYWEIGHT NOTED FOR ITS ASSET FINANCE AND RESTRUCTURING EXPERTISE. CHAMBERS ASIA PACIFIC 2015 LEADING PLAYER IN SHIPPING FINANCE, HANDLING A VAST ARRAY OF COMPLEX MULTIPARTY TRANSACTIONS. CHAMBERS EUROPE 2014 RENOWNED IN SHIPPING FINANCE, WHERE IT PROVIDES A VERY CONSISTENT QUALITY OF WORK. LEGAL 500 ASIA PACIFIC 2015 ESTEEMED NAME IN SHIPPING FINANCE. CHAMBERS EUROPE 2014 [WFW S] GLOBAL COVERAGE AND HIGHLY EXPERIENCED SENIOR PARTNERS MAKE IT AN ATTRACTIVE PACKAGE IN SHIP FINANCE DEALS. LEGAL 500 ASIA PACIFIC 2015 A HEAVYWEIGHT SHIPPING FINANCE FIRM... LEGAL 500 UK 2014 EXTREMELY GOOD AT GOING THROUGH SMALL DETAILS; VERY THOROUGH... CHAMBERS UK 2015

MARITIME: RESTRUCTURING & INSOLVENCY 14 OUR OFFICES Athens Frankfurt Madrid Paris 6th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens T: +30 210 455 7300 Bangkok Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330 T: +66 2 665 7800 Ulmenstraße 37-39 60325 Frankfurt am Main T: +49 69 297 291 0 Hamburg Jungfernstieg 51 20354 Hamburg T: +49 40 800 084 0 Hong Kong C/ María de Molina, 4 28006 Madrid T: +34 91 515 6300 Milan Piazza del Carmine 4 20121 Milan T: +39 02 721 7071 Munich 26 avenue des Champs-Elysées 75008 Paris T: +33 1 56 88 21 21 Rome Piazza Navona 49 00186 Rome T: +39 06 684 0581 Singapore Dubai Level 15 Tower 2 Al Fattan Currency House PO Box 506896, Dubai T: +971 4 278 2300 Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong T: +852 2168 6700 London Gewürzmühlstraße 11 Courtyard 80538 Munich T: +49 89 237086 0 New York 6 Battery Road #28-00 Singapore 049909 T: +65 6532 5335 15 Appold Street London EC2A 2HB 1133 Avenue of the Americas New York, New York 10036 T: +44 20 7814 8000 T: +1 212 922 2200

ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE 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. 100 000 2544 LON KW KW 23/02/2015 Watson Farley & Williams 2015 wfw.com