Leasing & Asset Based Finance

Leasing & Asset Based Finance 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

WFW OUR APPROACH 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.

OUR LEASING & ASSET BASED FINANCING PRACTICE 01 Our leasing & asset based finance practice Leasing and asset based finance has been an integral part of Watson, Farley & Williams since our inception. We have a wealth of experience in this field. We implement, and often lead, best market practice and provide our clients with sound commercially focused advice. Our practice We have leasing and asset based finance specialists in each of our international offices. They regularly work together, often across borders, to close transactions successfully for our clients, regardless of their location. We are members of the legal panels of a number of leading financial institutions and act for over 150 in total; we understand the fundamentals of the industry and have a sophisticated approach to its legal needs. We aim to innovate where appropriate and pay strict attention to risk management and cost efficiencies. Our team acts for all parties involved in leasing and assetbased financing transactions, including: lessors, lessees, arrangers, lenders, borrowers, sellers and purchasers. Our depth of experience in leasing and asset based finance means we have no learning curve; we assist our clients in bringing matters smoothly to successful conclusion. Watson, Farley & Williams Leasing and Asset Based Finance

02 OURLEASING&ASSET BASEDFINANCINGPRACTICE Ourwork Ourintegratedcross bordergroupcoversabroadrange ofassetsandsectors,including: > manufacturingequipment > commercialvehicles > fleetfinance > informationtechnology(hardwareandsoftware) > medicalequipment > data centres > semi conductingdevices > officeequipment > modularbuildings. Weadviseonallaspectsofleasingandasset basedfinance including: > domesticandcross borderleasing(includingfinance leasing,operatingleasingandsyntheticleasing) > securedlending(includingrelatedsecuritymatters) > conditionalsaleandhire purchase > salesandpurchasesofleasingcompanies > salesandpurchasesofleaseportfolios > assetsalesandpurchases > Islamicfinance > securityenforcement(pre andpost delivery) > residualvaluesupport > taxstructuring > competitionissues > litigationanddisputeresolution.

SELECTED EXPERIENCE 03 Selected experience Citibank N.A, London Branch Advising a leading US bank on a global trade finance programme for factoring debts due from OECD importers to non OECD exporters as a joint venture with a leading UK factor. A Leading UK Lessor lessor on debt restructuring and enforcement issues arising out of the insolvency of a dealer with a stocking facility. They are responsive... always there when required. Theyʹre also very committed to cases and give really clear advice. Chambers UK 2011 A very reputable and well regarded firm... Chambers Global 2012 De Lage Landen Leasing Limited lessor on problems arising from the unlawful sale of a large mobile crane to a purchaser in Asia. Acquisition of Medical Equipment lessor on the acquisition of a 25m portfolio of medical equipment. The Sales of Leasing Portfolios lessor on a number of the sales of leasing portfolios to leading bank lessors where the portfolio continues to be managed by the seller. Acquisition of Forklift Trucks lessor on the acquisition of a 85m portfolio of forklift and similar trucks....highly skilled in finance work. IFLR 1000 2011 Financiers and Owners Advising a variety of financiers and owners in relation to the acquisition, finance, lease, operation and management of business jets. Watson, Farley & Williams Leasing and Asset Based Finance

04 SELECTED EXPERIENCE A Scandinavian Manufacturer Advising a Scandinavian manufacturer on an English law manufacturer/finance house agreement in respect of a stocking facility to be provided for agricultural equipment dealers in Scandinavia. Asset finance is a central part of this firmʹ practice, which continues to impress. Chambers Global 2010 A Leading Bank Lessor Advising a leading bank lessor on the sale of a 50% interest in HP receivables to another lessor under arrangements where the receivables continue to be managed by the seller. A Leading UK Lessor lessor in connection with lease finance to be provided in connection with a ʺturnkeyʺ arrangement relating to a sophisticated item of medical equipment to be sited at a London teaching hospital. A UK Subsidiary of a South African Leasing Company Advising a newly established UK subsidiary of a South African leasing company in establishing lease and receivables funding documentation. A Leading UK Lessor lessor on its stocking agreements with dealers, including the VAT analysis of the purchase prices and charges made thereunder. Superbly commercial and pragmatic. Legal 500 UK 2011 There is a consistency of service which makes us feel secure. Chambers UK 2011 Siemens Financial Services Ltd Advising a leading finance house on all aspects of its online leasing operations including the regulatory, data protection and IT issues including the effect of the Privacy and Electronic Communications Act. A Leading Finance Company Advising a leading finance company in relation to the establishment of a receivables purchase product connected to energy saving contracts between major energy companies and their customers.

TEAM PROFILE 05 Team profile London Paris Andrew Baird London Richard Goodman London Simon Kavanagh London Charles Viggers Paris +44 20 7814 8008 abaird@wfw.com +44 20 7814 8164 rgoodman@wfw.com +44 20 7814 8114 skavanagh@wfw.com +33 1 56 88 44 40 cviggers@wfw.com Andrew Baird is a partner in the Asset Finance Group. Andrew has a wealth of experience in cross border asset and project finance, with particular emphasis on the marine, transportation and offshore sectors. He has acted on numerous loan transactions and leasing transactions, including UK tax based leasing and structured and project finance based transactions. Richard joined Watson, Farley & Williams as a partner in 2003 and works primarily in transactions involving the provision of finance for the acquisition of assets and the development of infrastructure and buildings. Richard has practised in the City for over 30 years, advising in projects involving debt, lease (both tax based and non tax based) and PFI/PPP financing structures in a wide range of sectors, including retail, distribution, industrial, offices, schools, hospitals and public buildings, hotels, sports facilities, renewable energy, rail and water infrastructure, aerospace, telecommunications and road transport. Simon Kavanagh is a partner in the asset finance group based in London. He qualified in 1987 and joined Watson, Farley & Williams as a partner in 1997. Simonʹs practice concentrates on project finance, leasing, asset finance and structured finance with particular emphasis on the renewables sector and the logistics sector. He has been involved in financings of windfarms, landfill gas plants, biofuels, solar modules, containers, container vessels, cruise vessels and satellites. Simon also has broad experience of advising on balance sheet lending, securitisations, debt offerings and derivatives. Charles Viggers is a partner in the asset finance group, based in the Paris office. Charles focuses on asset finance, with a particular emphasis on the aviation sector. He advises on a wide range of asset based crossborder and domestic finance and leasing transactions, acting principally for banks, lessors, export credit agencies and manufacturers. Watson, Farley & Williams Leasing and Asset Based Finance

06 TEAM PROFILE Hamburg Singapore Hong Kong Clemens Hillmer Hamburg +49 40 80 80 3440 chillmer@wfw.com Mehraab Nazir Singapore +65 6551 9130 mnazir@wfw.com Madeline Leong Hong Kong +852 2163 6710 mleong@wfw.com Clemens Hillmer joined Watson, Farley & Williams in 2008 as a partner in the asset finance group based in Hamburg. Clemensʹ practice includes advising domestic and international banks with regard to asset finance and leasing transactions including ships, aircraft and container boxes. Clemens has been involved in a number of restructurings, mortgage enforcements and project finance matters. Mehraab Nazir joined Watson, Farley & Williams as a partner in May 2008 and is an asset and project finance lawyer based in Singapore. Mehraab advises on all aspects of project and asset finance related matters, particularly with regards to aviation, shipping and offshore oil & gas. Mehraab is recommended in Asia Pacific Legal 500 2012, which comments that he displays ʺexcellent legal knowledgeʺ and ʺgood industry knowledgeʺ. Madeline Leong has over 20 years experience practising law on an international basis in South East Asia, North Asia and Europe. Her practice focuses on asset, project and structured financings including those of a cross border nature. She has acted for most of the leading banks and financial institutions and major transportation, logistics and shipping companies, and has particular experience in the transportation, natural resources and energy sectors as well as debt restructuring, work out and enforcement work.

NOTES 07 Notes Watson, Farley & Williams Leasing and Asset Based Finance

08 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: +44 20 7814 8000 Fax: +44 20 7814 8141 1133 Avenue of the Americas New York, NY 10036 Tel: +1 212 922 2200 Fax: +1 212 922 1512 26, avenue des Champs Elysées 75008 Paris Tel: +33 156 88 21 21 Fax: +33 156 88 21 20 Jungfernstieg 51 20354 Hamburg Tel: +49 40 800 084 0 Fax: +49 40 800 084 410 Piazza Navona, 49 2nd Floor int 2/3 00186 Rome Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717 Munich Milan Gewürzmühlstraße 11 80538 Munich Piazza del Carmine 4 20121 Milan Tel: +49 89 237086 0 Fax: +49 89 237086 222 Tel: +39 02 721 70 71 Fax: +39 02 721 70 720 Frankfurt Ulmenstraße 37 39 60325 Frankfurt am Main Tel: +49 69 297 291 0 Fax: +49 69 770 75800

OUR OFFICES 09 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, 4 28006 Madrid Tel: +34 91 515 6300 Fax: +34 91 563 1630 6th Floor, Building B, 348 Syngrou Avenue, Kallithea 176 74, Athens Tel: +30 21 0455 7300 Fax: +30 21 0459 4004 6 Battery Road #28 00 Singapore 049909 Tel: +65 6532 5335 Fax: +65 6532 5454 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 Units 1703 1707 One Pacific Place 88 Queensway Hong Kong Tel: +852 2168 6700 Fax: +852 2918 9777 All references to Watson, Farley & Williams and the firm in this brochure 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 brochure 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 1492 LON KW KW 04/08/2014 Watson, Farley & Williams 2014 Watson, Farley & Williams Leasing and Asset Based Finance

wfw.com