Commodities and Export Finance

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Contents 01 Our approach 02 Our commodities and export finance practice 04 Team profile 07 Reputation 08 Commodities and export finance experience 12 Our offices

OUR APPROACH 01 Our approach Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia, the USA and the Middle East. 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 Commodities and export finance

02 OURCOMMODITIESANDEXPORTFINANCEPRACTICE Ourcommoditiesand exportfinancepractice Theexceptionaldynamismoftheinternational tradeandcommoditiesmarkets,drivenby volatilecommoditiesprices,thegrowthof corporatesinemergingmarketsandtherecent financialcrisis,hasresultedinarangeof challengesandopportunitiesfortheorigination andrestructuringofcommoditiesandexport financedeals. Wehaverespondedtothechallengesin commoditiesmarketsbycreatingan experiencedteamofcommoditiesand exportfinancelawyerswhodocumentall aspectsofthefinancingofdomesticand internationaltrade. Internationalnetwork Throughthefirm sgroupofinternational offices,ourlawyersoperateasintegrated teams,providingpractical,commercially focusedadviceoneveryaspectofthis complexindustry. Broadfocus Wehaveindepthexperienceofworkingin thefollowingmarkets: > mining > metals > softcommodities > oilandgas > energy.

OURCOMMODITIESANDEXPORTFINANCEPRACTICE Ourapproachtocommoditiesmarkets Ourteamoflawyershasthespecificskills andqualitieswhichallowthemtoprovide highqualityserviceinthisarea.wearealso highlyexperiencedinallaspectsof internationalfinance,representingbanks, nonbanklenders,traders,producersand borrowers. Ourlawyersunderstandthefullextentof supplychainswithexperiencerangingfrom thefinancingoftheproductionofraw materials,manufacturingprocesses,storage andtransportationofgoods,receivables financingandcashmanagementproducts. Weaimtoworkcloselyinpartnershipwith ourclientssoastostructureanddocument transactionscreatively,efficientlyand securely. Weplacestrongemphasisonservice standards,responsivenessandsenior lawyerattentiontoalltransactions. 03 Ourclients Weactforbanks,nonbanklenders,traders, producersandotherborrowersin: > structuredcommoditiesfinance > preexportfinance > bankandtradinghouseriskapportioned facilities > borrowingbasefacilities > ECAbackedfacilities > receivablesfinancingfacilities, including forfaiting > cashmanagementproducts > derivatives > securitisationoftradereceivables > unsecuredlendingtocorporates > restructuring,workoutsandinsolvencies > collateralmanagementissues,including collateralmanagementagreementsand warehousereceiptsfinancing > letterofcreditandguaranteefacilities > tradefinancefacilitiesstructuredas Islamicfinancing. Watson,Farley&Williams Commoditiesandexportfinance

04 TEAM PROFILE Team profile Andrew Baird Dubai abaird@wfw.com +971 4278 2301 Chris Belisle New York cbelisle@wfw.com +1 212 922 2222 Rodrigo Berasategui Madrid rberasategui@wfw.com +34 91 515 6301 Steven Burkill Partner, Disputes Bangkok sburkill@wfw.com +66 2 665 7801 Andrew Baird is head of the Dubai office. Andrew has particular experience in Islamic finance. He has acted on a range of transactions for banks and asset owners, and his experience encompasses Islamic banking products (including derivatives) and funds and capital markets products. Christopher Belisle joined Watson, Farley & Williams in 1998 as a partner. He specialises in commercial, corporate and maritime litigation and arbitration, with a background in environmental and international trade issues. Rodrigo Berasategui is a partner in the project finance department, based in Madrid. He has particular experience in the energy and natural resources sector. Steven Burkill is head of the Bangkok office and the Asia Dispute Resolution team. He specialises in international litigation and London and Asia based arbitrations involving oil & gas, power, commodities and large scale project disputes. Celia Gardiner London cgardiner@wfw.com +44 20 7814 8051 Mei Lin Goh Singapore mlgoh@wfw.com +65 6551 9125 Marcus Gordon Partner, Disputes Singapore mgordon@wfw.com +65 6551 9157 Thomas Hollenhorst Hamburg thollenhorst@wfw.com +49 40 800 084 428 Celia Gardiner joined Watson, Farley & Williams as a partner in January 2008. Her practice consists of international commodities and export finance in which she acts for banks, non bank lenders, commodities houses and trade borrowers. Mei Lin Goh joined Watson, Farley & Williams in 1998. Mei specialises in crossborder asset, project and structured finance transactions. Marcus Gordon is head of the Singapore Litigation and Arbitration Group. He specialises in cross border commodity and trade disputes. Marcus is currently acting as the sole arbitrator in a multi million dollar iron ore dispute. Thomas Hollenhorst joined Watson, Farley & Williams in October 2005 to found the Hamburg office. He has over 14 yearsʹ experience in a range of banking and finance matters, including financial services and capital markets.

TEAM PROFILE 05 Andrew Hutcheon Partner, Disputes London ahutcheon@wfw.com +44 20 7814 8049 Lindsey Keeble London lkeeble@wfw.com +44 20 7814 8000 Michael Kenny Senior Consultant, Finance London mkenny@wfw.com +44 20 7814 8042 Madeline Leong Hong Kong mleong@wfw.com +852 2168 6710 Andrew Hutcheon specialises in commercial and financial litigation and international arbitration. He has considerable experience in the offshore oil & gas, energy, mining, commodities and shipping sectors. Lindsey Keeble joined Watson, Farley & Williams in 1999. She specialises in structured and asset finance involving export credit backed products and project financing transactions. Michael Kenny joined Watson, Farley & Williams in 1991 and specialises in commodities, project and export finance. During his years in legal practice, Michael has worked in London and also in the Middle East (Bahrain), Hong Kong and New York. Madeline Leong has over 20 years experience. Her practice focuses on asset, project and structured financings. She specialises in the energy, transportation and natural resources sectors as well as debt restructuring, work out and enforcement work. Joe Levin London jlevin@wfw.com +44 20 7814 8028 Laurence Martinez Bellet Paris lmartinez bellet@wfw.com +33 1 56 88 21 42 Virginia Murray Athens vmurray@wfw.com +30 210 455 7303 Mehraab Nazir Singapore mnazir@wfw.com +65 6551 9130 Joe Levin is a partner in the finance team, based in London. Joe advises lenders and sponsors on a number of project, borrowing base and other structured financings, with a real focus on reservebased lending. Laurence Martinez Bellet joined the Paris office of Watson, Farley & Williams as a partner in April 2005, and is now head of the Paris office. She specialises in asset and structured finance. Virginia Murray joined Watson, Farley & Williams in 2007. She specialises in acquisitions and financings in the energy and natural resources sector, and advising on insurance, corporate M&A and finance deals for Greek and foreign investors and banks. Mehraab Nazir joined Watson, Farley & Williams as a partner in May 2008. He advises on all aspects of structured and asset finance related matters including trade and commodity finance. Watson, Farley & Williams Commodities and export finance

06 TEAM PROFILE Andrew Savage Partner, Disputes London asavage@wfw.com +44 20 7814 8217 Eric Villateau Paris evillateau@wfw.com +33 1 56 88 44 33 Richard Wilmot Partner, Disputes Hong Kong rwilmot@wfw.com +852 2168 6731 Andrew Savage is head of Litigation and Arbitration. He specialises in commercial and finance disputes and international arbitration relating to sectors including finance, energy, commodities and shipping. Eric Villateau specialises in structuring, documenting and negotiating finance/ investment documents. His sector experience includes, in particular, energy and natural resources, infrastructure and transport. Richard Wilmot has been based in Hong Kong since 2000, he advises on disputes and commercial matters, representing banks, trading companies and commodity buyers.

REPUTATION 07 Reputation The lawyers provide a commercial and pragmatic view and focus on the ʹmust haveʹ rather than getting hung up on the ʹnice to haveʹ. Chambers UK 2014...noted for its strength, experience and focus on commodities disputes. Legal 500 UK 2013...provides commonsense advice and written work is always easy to understand wonʹt give us 30 pages of legal jargon. Chambers Asia 2014...strong practical knowledge of the commodity trade finance sector. Chambers UK 2013...highly experienced and respected... Legal 500 UK 2014 They are flexible, reasonable about pricing, and responsive, and the solutions they provide are good ones. Chambers UK 2014...cuts the negotiation time in half and improved the result by double. Chambers UK 2014...focus on project finance, trade and commodities finance, and public private partnerships. Chambers Europe 2014...widely admired by both clients and peers... advises clients on a range of project and trade finance matters. Chambers UK 2014 Watson, Farley & Williams Commodities and export finance

08 EXPERIENCE Commodities and export finance experience Rabobank: Tricon Credit Agricole CIB ING Bank Advising Rabobank as Facility and Security Agent for a banking syndicate on US$200m borrowing base facility in favour of Tricon Dry Chemicals LLC secured on stocks of petrochemical products and receivables. Advising Credit Agricole CIB on US$60m pre export financing for the export of steel products by the Indian producer Uttam Galva, supported by limited recourse arrangements with the offtaker, Stemcor. Advising ING Bank on a US$20m pre export financing for the export of copper concentrates from Erdenet copper mine, Mongolia, supported by limited recourse arrangements with the offtaker, Trafigura. Intesa Sanpaolo Standard Chartered Bank Afrexim and Ericsson Arab Banking Corporation Advising Intesa Sanpaolo on a 50m SACE backed facility to a major Ukrainian borrower for the financing of the export of steel rolling equipment. Advising Standard Chartered Bank on a US$50m senior and US$10m junior reserve based lending facility to a Greek oil company. Advising 16 Nigerian financial institutions and six offshore lenders including Afrexim and Ericsson as lenders to Vmobile Nigeria on an approx. US$1bn EPC project financing of a GSM mobile phone network in Nigeria, with support from MIGA and EKN. Advising the lender on a US$40m syndicated loan to a leading livestock traders, to finance the export of livestock from Australia to the Middle East, including security arrangements in Egypt in relation to the livestock and custody arrangements with SGS. Deutsche Bank AG Advising Deutsche Bank AG on a US$95m inventory financing facility to PT Tripanca Group, Indonesia, secured on coffee bean stocks. Fortis Bank NV Advising Fortis Bank NV on a receivables financing facility for Terex Corporation and its UK, German, French and Italian subsidiaries. A South African Commodities Trader Advising a South African commodities trader on a US$180m borrowing base facility advanced by a syndicate led by Standard Chartered Bank secured on soft commodities stocks and receivables.

EXPERIENCE 09 Royal Bank of Scotland Advising Royal Bank of Scotland International Limited on a US$85 syndicated borrowing base facility to an oil trader (Peninsula Petroleum). Petroleum Products: Middle East Advising a Middle Eastern bank on documenting and restructuring a 160m facility to finance the export of petroleum products. Cuban Structured Trade Financings Advising a French bank on numerous structured trade financings for Cuban state owned entities supported by export receivables generated by commodity sales contracts for sugar, oil and nickel and by tourism services. Alliance Bank Kazakhstan BTA Bank Kazakhstan Credit Agricole CIB Kazchrome Advising as trade finance adjudicator in the debt restructuring of Alliance Bank, involving the determination of those claims entitled to the status of trade finance for the purposes of the restructuring. Advising as trade finance adjudicator in the debt restructuring of BTA Bank, involving the determination of those claims entitled to the status of trade finance for the purposes of the restructuring. Advising Credit Agricole CIB on a US$100m preexport financing for Egyptian General Petroleum Corporation, secured on export receivables. Advising a Middle Eastern Bank regarding a US$1bn pre export finance loan to Eurasian Natural Resources Corporation, secured on receivables from the sales of ferro alloys produced by JSC Transnational Company Kazchrome in Kazakhstan. Lloyds Banking Group Advising Lloyds Banking Group on a US$90m trade finance facility to the Noble Group. Stemcor Advising Stemcor on a prepayment facility to the Belarusian state owned steel producer and on associated financing arrangements with Unicredit AG. Brazilian telecommunications Advising a major French bank on an export credit facility to a large Brazilian telecommunications company for the import of equipment and services from a Belgian exporter, guaranteed by ONDD (the Belgian ECA). Crude oil borrowing base Advising a major French bank on a CDN$250m revolving borrowing base facility with an asset base including crude oil, receivables from the sales of crude oil, VAT receivables and letters of credit. Watson, Farley & Williams Commodities and export finance

10 EXPERIENCE Brazilian soya bean prepagamento Advising a European bank on various pre export financings (prepagamentos) secured on soya bean stocks in Brazil. Sugar derivatives Advising a major French bank in connection with its arrangement of a US$150m syndicated revolving facility for the financing of initial and variation margin calls and negative liquidation amounts on sugar hedging positions on ICE and LIFFE. Petroleum products: Singapore and Indonesia Advising an international energy trader on a US$260m sale and purchase arrangements for the purchase of petroleum products under a renewable term prefinancing facility. BHP Billiton Automotive receivables BNP Paribas ING Bank Advising BHP Billiton on general trade finance matters. Advising a lender on a participation in a US$250m receivables purchase facility for a major automotive manufacturer. Advising BNPP and a syndicate of banks on the US$1.3bn refined metals borrowing base facility in favour of Trafigura Group companies. Advising ING Bank, Soc Gen and a syndicate of banks on the US$550m (rising to US$650m) metals concentrates borrowing base facility in favour of Trafigura Group companies. Société Générale Standard Chartered Bank MRI Trading AG Vitol SA Advising Société Générale and a syndicate of banks on the US$380m metals borrowing base facility in favour of Trafigura Mexico SA. Advising Standard Chartered Bank and a syndicate of banks on the US$325m borrowing base facility secured on oils stocks in Kenya, Tanzania, Mozambique and Zimbabwe. Advising MRI as offtaker and as risk participant in a US$30m pre export financing to the Canadian mining company Taseko Mines Ltd. Advising Vitol SA in relation to a US$80m prepayment facility to a West African state owned oil company, and acting for Vitol in the negotiation of bank finance arrangements with a syndicate of African banks in support of the prepayment facility.

EXPERIENCE 11 BNP Paribas Advising BNPP, Natixis and a syndicate of banks on the US$643m metals borrowing base facility in favour of Consorcio Minero, Peru. Sugar Pre Payment Advising Credit Agricole CIB on a US$20m prepayment finance facility in favour of Glencore UK Ltd secured on contracts for the export of sugar from a Brazilian seller. Brazilian Sugar Risk Participation Advising a commodities trading company on a risk participation agreement in a Brazilian A.C.C. facility to a sugar producer, involving security over sugar stocks in Brazil. Agentine Soya products Argentine PXF Cuban Sugar Advising Credit Agricole CIB on a US$50m prepayment finance facility in favour of Glencore Grain B.V. secured on contracts for the export of soya products by Vicentin SAIC (Argentina). Advising Credit Agricole CIB on a pre export financing to an Argentine borrower, secured on export contracts. Advising a French bank on a US$16.5m loan facility to a sugar trader to make advance payments in respect of sugar contracts with Cuban exporters. Indian iron ore Pre payment Financing Advising MRI Trading AG as borrower and as offtaker in relation to a US$15m preexport financing of an Indian iron ore producer. Egyptian Petroleum PXF Advising Crédit Agricole CIB on a US$100m preexport financing for Egyptian General Petroleum Corporation, secured on export receivables. Braskem Inc Advising Credit Agricole CIB on a US$75m facility to finance advance payments for the purchase of petrochemicals from Braskem Inc, supported by limited recourse financing arrangements with the offtaker, Marubeni Corporation. Vitol SA Advising Vitol SA in relation to certain prepayment facilities involving Russian producers and associated financing arrangements with Western European and Russian banks. Watson, Farley & Williams Commodities and export finance

12 OUR OFFICES Our offices China Hong Kong Units 1703 1707 One Pacific Place 88 Queensway Hong Kong Tel: 852 2168 6700 Fax: +852 2918 9777 Greece Athens 6th Floor, Building B 348 Syngrou Avenue Kallithea 176 74 Athens Tel: +30 21 0455 7300 Fax: +30 21 0459 4004 France Paris 26, avenue des Champes Elysées 75008 Paris Tel: +33 1 56 88 21 21 Fax: +33 1 56 88 21 20 Italy Rome Piazza Navona, 49 2nd Floor int 2/3 00186 Rome Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717 Germany Hamburg Jungfernstieg 51 20354 Hamburg Tel: +49 40 800 084 0 Fax: +49 40 800 084 410 Milan Piazza del Carmine 4 20121 Milan Tel: +39 02 721 70 71 Fax: +39 02 721 70 720 Munich Gewürzmühlstraße 11 80538 Munich Tel: +49 89 237 086 0 Fax: +49 89 237 086 222 Singapore Singapore 6 Battery Road #28 00 Singapore 049909 Tel: +65 6532 5335 Fax: +65 6532 5454 Frankfurt Ulmenstraße 37 39 60325 Frankfurt am Main Tel: +49 69 297 291 0 Fax: +49 69 770 75800

OUR OFFICES 13 Spain Madrid Maria de Molina, 4 28006 Madrid Tel: +34 91 515 6300 Fax: +34 91 563 1630 UK London 15 Appold Street London EC2A 2HB Tel: +44 20 7814 8000 Fax: +44 20 7814 8141 Thailand Bangkok Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330 Tel: +66 2 665 7800 Fax: +66 2 665 7888 USA New York 1133 Avenue of the Americas New York, NY 10036 Tel: +1 212 922 2200 Fax: +1 212 922 1512 UAE Dubai Office 1503 Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai Tel: +971 4 278 2300 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 2748 LON 01/10/2014 Watson, Farley & Williams 2014 Watson, Farley & Williams Commodities and export finance

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