Sector - Aviation - Watson Farley & Williams and A330 aircraft and a further 15 A330s INSOLVENCY AND RESTRUCTURING SALE AND PURCHASE “COMMERCIAL AWARENESS: ‘I ENJOY THEIR VERY

AVIATION

“…praised for providing a Rolls-Royce service...”

CHAMBERS UK 2014

WATSON FARLEY & WILLIAMS: KEY FACTS

130+ PARTNERS

14 OFFICES

ESTABLISHED 1982

OVER 400 LAWYERS

OVER 20 LANGUAGES SPOKEN

11 COUNTRIES

AVIATION 2

A cohesive, full service practice As a leading international firm recognised for its asset focused expertise, our lawyers regularly work in cross-practice, cross-border teams to provide consistent and integrated full service support and an efficient and cohesive service.

Our clients Working across all segments of the aviation industry, our clients include financial institutions, arrangers, investors, manufacturers, owners, aircraft and engine leasing companies, airlines, insurers, tour operators and export credit agencies (we are on the panel for the European ECAs in relation to Airbus financings).

Restructurings, enforcements and repossessions Many distressed situations can be resolved if they are dealt with promptly. 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.

Our dispute resolution lawyers have significant aviation experience including pursuing claims under finance and commercial documents, lease terminations, grounding aircraft, recovery, repossessions and insolvency situations. They add particular value in formulating strategies in circumstances

which may become contentious, for example, where a possible aircraft recovery or repossession is anticipated. This can make the difference between a successful and unsuccessful outcome.

Through our breadth and depth of practice and dedication to the aviation sector, we provide “round the clock” coverage where required, which can be especially important in an enforcement or repossession situation.

Our services The skilled and dedicated lawyers in our aviation team provide a variety of legal and tax services to the industry, including:

- Aircraft acquisitions and sales - Operating leases - Financing operating lease

portfolios and single operator structures

- Structured finance - Tax efficient structures - ECA-backed financings - Islamic financings - Credit enhancement

techniques - Offshore finance leases - Tax leases - Capital markets - Restructurings - Enforcements - Aircraft repossessions - Dispute resolution - Commercial contracts

OUR AVIATION PRACTICE

Watson Farley & Williams has an aviation team that is at the forefront of the industry. We have developed thorough specialised knowledge through our constant sector involvement. This allows us to develop innovative and commercially focused services for our clients. We combine finance, corporate, dispute resolution, tax, regulatory and employment law expertise across Europe, Asia, the Middle East and the USA.

“[WFW] IS THE UNDISPUTED LEADER IN SHIPPING AND AVIATION MATTERS, BOTH ADVISORY AND CONTENTIOUS.” LEGAL 500 ASIA PACIFIC 2014

AVIATION 4

OPERATING LESSOR FINANCING - Advising CA-CIB on a US$750m

facility for AerCap for 29 aircraft leased to various airlines

- Advising Natixis on the financing of one new B737-800 for Aer Dragon leased to China Eastern Airlines

- Advising Lloyds TSB plc, Barclays Bank plc, Lombard North Central and SMBC Europe Limited on a US$350m facility for The Milestone Aviation Group for up to 20 helicopters leased to The Bristow Group Inc.

- Advising Bred Banque Populaire on the financing of one ATR 72 aircraft for Avation Plc leased to Fiji Airways

EUROPEAN ECAS - Advising on two separate

financings of A320 family aircraft for RBS Aerospace

- Advising on three separate financings of A320, A330 and A389 aircraft for IndiGo, Korean Airlines and Asiana respectively

US EXIM BANK - Advising on the French tax lease

and PEFCO financing of eight Boeing 737 aircraft for THY Turkish Airlines

- Advising on the lease financing of five Boeing aircraft for GOL

PDP FINANCING - Advising DBS on the PDP

financing of 10 A320 aircraft for Tiger Airways

- Advising Airbus S.A.S. on a number of PDP financings for a airlines worldwide

LIMITED RECOURSE FINANCING - Advising CA‑CIB on the financing

of an A330 aircraft for Aercap on lease to Aeroflot

- Advising CA‑CIB on the financing of an A320 aircraft for Avolon on lease to IndiGo

- Advising Erste Bank AG on limited recourse financings of Boeing aircraft for the Automatic Group leased to airlines in Asia and the US

SECURITISATIONS - Advising BNP Paribas on the

structuring, rating and launch of the first ever corporate bond secured by London Heathrow boarding and takeoff slots

- Advising Iberia and the issuer on ʺIberbondʺ securitisation

- Advising Credit Lyonnais on Air Franceʹs securitisation of various aircraft

STRUCTURED FINANCING - Advising BNP Paribas and a

syndicate of lenders on a JOLCO financing of one B777 for Air New Zealand

- Advising syndicates and banks on JOLCO financings of aircraft for Air France

- Acting for Singapore Airlines on GOL financings for three A380 aircraft including an innovative ASPV GOL structure

- Acting for SilkAir on the JOL financing of five A320 aircraft

- Acting for Deutsche Bank on the index linked financing of two B757‑200 aircraft for Icelandair

ISLAMIC FINANCING - Advising BNP Paribas and a

syndicate of Middle Eastern investors on the Sharia compliant sale and Ijaara leaseback of two Embraer corporate jets for a Middle Eastern airline

BUSINESS JET FINANCING - Advising BNP Paribas, RBS and

Bank of America Merrill Lynch on business jet financings for individuals and corporates

- Advising Bank of America Merrill Lynch on a warehouse facility for a business jet portfolio

FLIGHT SIMULATOR - Advising the lender on the

Atradius‑backed financing of a new Sim‑Industries flight simulator

SELECTED EXPERIENCE AVIATION FINANCE

CIT AEROSPACE - Advising CIT Aerospace on

operating lease and sale and leaseback transactions with a number of airlines worldwide, including carriers based in UAE, Brunei, UK, Indonesia, Singapore, Saudi Arabia and Norway

AMENTUM CAPITAL - Advising Amentum Capital and

HSH Nordbank AG on the leasing and financing of three A330 aircraft to Vietnam Airlines and two A320 aircraft to Volaris

INTREPID AVIATION - Advising Intrepid Aviation on the

leasing of two A330 aircraft to Air Namibia

GECAS - Advising GECAS on the

subleasing of multiple aircraft to operators in multiple jurisdictions

MACQUARIE - Advising Macquarie on operating

lease transactions with carriers based in Turkey, Italy and Ukraine

AIR ASTANA - Advising Air Astana on the leasing

of a number of E190 aircraft from various lessors

- Advising Air Astana on the operating lease of one B757 aircraft

YAMASA - Advising Yamasa on the leasing

of two A330 aircraft to NACIL

SINGAPORE AIRLINES/SILKAIR - Advising Singapore Airlines and

SilkAir on the leasing of various aircraft in its fleet

PHILIPPINE AIRLINES - Advising Philippine Airlines on a

number of operating leases, sale and leasebacks and financings with various lessors and financiers

LEASING EXPERIENCE

AVIATION 6

MACQUARIE - Advising Macquarie on a number

of aircraft repossessions in Greece, Sweden, France, Italy, Belgium, Turkey and Thailand

HSH - Advising HSH and KfW on the

repossession of two B747 aircraft in China

- Advising HSH on the restructuring of financing arrangements with AWAS following airline default

- Advising HSH on the restructuring of various leases with Air Nostrum

AWAS - Advising AWAS on the

restructuring of a number of operating leases with certain carriers in India, Russia and China

CIT AEROSPACE - Advising on the restructuring of

operating leases with Mandala and National Aviation Services

- Advising with respect to the administration of XL Airways and Fly Globespan

- Advising CIT on the restructuring of six aircraft leases with Monarch Airways

AIR ASTANA - Advising Air Astana on the

purchase of two E190 aircraft (with further options) from Embraer Energy

LCI - Advising LCI on the purchase of

Bombardier C‑Series aircraft repossessed from an insolvent airline

MANUFACTURERS - Advising a manufacturer on the

sale and leaseback of over 50 aircraft operated in more than 20 jurisdictions

- Advising a manufacturer on their conditional sale and the refinancing of an aircraft for an airline in Albania

PMB AND MALAYSIAN AIRLINES - Advising PMB (parent company of

Malaysian Airlines) and Malaysian Airlines on the renegotiation of their A380 purchase contract

SINGAPORE AIRLINES - Advising Singapore Airlines on the

acquisition, leasing and financing of 19 A380 aircraft, A350 aircraft, and A330 aircraft and a further 15 A330s

INSOLVENCY AND RESTRUCTURING SALE AND PURCHASE

“COMMERCIAL AWARENESS: ‘I ENJOY THEIR VERY PROACTIVE APPROACH; I SEE A CERTAIN COMMERCIAL UNDERSTANDING FROM THEM’.” CHAMBERS GLOBAL 2014

AVIATION 8

“…NOTED FOR THEIR ‘STRONG EXPERIENCE’ AND ‘PRAGMATISM IN DEALING WITH TRICKY ISSUES’.”

LEGAL 500 ASIA PACIFIC 2014

“[WFW’S] ‘TRULY TOP NOTCH’ AND ‘REMARKABLY EFFICIENT’ PRACTICE ADVISES MAJOR LENDERS AND LEADING AIRCRAFT MANUFACTURERS ON COMPLEX CROSS-BORDER TRANSACTIONS…”

LEGAL 500 EMEA 2014

“…EXCELLENT AVIATION FINANCE PRACTICE.”

CHAMBERS UK 2014

“THEY DO A LOT OF EXTRA SERVICE. THEY RECOGNISE IT'S ABOUT THE PERSONAL RELATIONSHIPS.”

CHAMBERS UK 2014

“…WIDESPREAD PRIASE...”

CHAMBERS UK 2014

“…’EXPERIENCED PROFESSIONALS WHO HAVE AN IN-DEPTH UNDERSTANDING OF THE INDUSTRY’.”

LEGAL 500 ASIA PACIFIC 2014

REPUTATION

9 Watson Farley & Williams

“…HOUSES A STRONG AVIATION FINANCE PRACTICE, WHICH ADVISES ON COMMERCIAL AIRCRAFT FINANCING AND HAS PARTICULAR EXPERTISE IN HELICOPTER FINANCING.”

CHAMBERS UK 2014

“HIGHLY COMPETENT IN TRANSPORTATION MATTERS … EXTENSIVE EXPERIENCE AND UNDERSTANDING OF FINANCING AND REFINANCING.”

CHAMBERS EUROPE 2014

“AN ESTABLISHED NAME IN THE ASSET FINANCE MARKET, WITH A PROVEN TRACK RECORD IN ADVISING LENDERS AND MAJOR FINANCIAL INSTITUTIONS.”

CHAMBERS ASIA 2014

“...PRAISED FOR PROVIDING A ROLLS‑ ROYCE SERVICE...”

CHAMBERS UK 2013

“THE LAWYERS ARE VERY CLEAR AND PRECISE IN THEIR EXPLANATIONS.”

CHAMBERS EUROPE 2014

“THE FIRM’S AVIATION PRACTICE CONTINUES TO GO FROM STRENGTH TO STRENGTH, PARTICULARLY IN TERMS OF ECA-BACKED FINANCINGS.”

LEGAL 500 UK 2014

“…NOTABLE FOR ITS WORK ON FINANCINGS INVOLVING ECAS AND COMMERCIAL LENDERS...”

LEGAL 500 UK 2014

“HIGHLY REGARDED TRANSPORTATION DEPARTMENT … HIGH-PROFILE MANDATESCOME FROM BANKS, ARRANGERS AND CORE MANUFACTURERS.”

CHAMBERS EUROPE 2014

AVIATION 10

Athens

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 2665 7800

Dubai

Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai

T: +971 4 278 2300

Frankfurt

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

Units 1703-1707 One Pacific Place 88 Queensway, Hong Kong

T: +852 2168 6700

London

15 Appold Street London EC2A 2HB

T: +44 20 7814 8000

Madrid

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

Gewürzmühlstraße 11 – Courtyard 80538 Munich

Tel: +49 89 237 086 0

New York

1133 Avenue of the Americas New York, New York 10036

T: +1 212 922 2200

Paris

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

6 Battery Road #28-00 Singapore 049909

T: +65 6532 5335

OUR OFFICES

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

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