SINGAPORE - Watson, Farley & Williams

International financeWe are recognised as one of the leading international practices specialising in theinnovative and sophisticated use of finance. We represent all the different types of entitieswhich participate in the international financial markets providing advice to banks,sponsors, owners, operators, lessors, lessees, charterers, managers, agents, contractors,builders, developers, investors, vendors, purchasers, underwriters and other participants,including governments and governmental agencies and development banks, in structuringand implementing financings in all sectors, including power generation, infrastructure,mining, oil & gas, processing plants and transportation.Examples of representative transactions where our lawyers have advised include:ASSET FINANCE• Advising a reputable LNG supplier on securing a US$505 million secured Islamicfinancing facility for 2 newbuild vessels• Advising a Scandinavian offshore oil and gas group in relation to a US$1,500mrefinancing facility led by two banks, with security over shares, some drilling rigsand a ship• Advising a French bank led syndicate and a Korean shipping equity fund on theUS$725m pre/post delivery financing of 4 container ships to a Korean shipownerwith interest rate swap and subordinated facilities• Advising a Singapore bank as provider of pre/post delivery standby letter of credit;swap and hedging facilities for the purposes of a structured/defeased tax lease toa listed company for assets in excess of US$100m• Advising an Australian mining company on the financing by an Australian bank ofself loading coal barge equipment located in Indonesia3

• Advising an Asian airline on the sale (for a price in excess of US$120m) andfinancing of a series of Boeing 747 aircraft with the novation of existing leases andon a series of engine swaps post delivery• Advising a French bank on the financing of a floating crane pontoon vessel, withIndian flag, to an Indian/Dubai operator• Advising a Singapore bank on the financing (the facility limit was in excess ofUS$100m) of a Baker Marine Pacific Class 375 deep drilling jack-up rigconstructed at a Singapore yard for a private but subsequently listed Scandinavianoperator• Advising CEXIM on the financing of the construction of a Scandinavian ownedFSO/FPSO built by Yantai Raffles Offshore Ltd and China National Aero-Technology Import & Export Xiamen Corporation with the loan document allowingfor construction either as an FSO or an FPSO• Advising a German bank in relation to the financing of the purchase by twoPanamanian companies as joint and several borrowers of a capesize bulk carrierand the refinancing of a panamax bulk carrier vessel, pursuant to a US$48m termloan facility secured, inter alia, by a guarantee from a PRC shipowner andmortgages/assignments in respect of 13 other vesselsPROJECT FINANCE• Advising a UAE rig operator on project documentation, tax structuring and theUS$40m project financing of a MOPU for operation in Indonesian territorial waters• Advising a prominent bank in connection with the financing of a US$4.25 billion,4,000MW, coal fired ultra mega power project being developed in India• Advising a syndicate of banks providing senior debt for the project/newbuildingfinancing in excess of US$750m for 2 LNG membrane type carriers for a KOGASsponsored project with junior and swap facilities4

• Advising a Thai developer and its consortium of multinational sponsors in relationto the project financing of a 20 MW rice husk-fired power plant in Thailand• Advising a French bank on its first Vietnamese flagged vessel financing for aVietnamese state-owned shipping company• Advising a Singapore bank on the financing of the construction and refurbishmentof four tunnel boring machines to be used for the construction of the new CircleLine (MRT) in Singapore• Advising the sponsors in an Islamic lease financing for an LNG project in SouthEast AsiaSTRUCTURED FINANCE AND LEASING• Advising a Japanese shipowner on structured tax leases for a series of differentvessel types, with bareboat and time charters and swap/debt facilities• Advising a Dutch/Luxembourg bank on a US$50m fixed rate facility to a Singaporecompany with Swedish parent company guarantee support, with a Euro optionrepayment and interest rate and currency put option• Advising an Asian airline on the sale and leaseback of a number of Boeing 767aircraft to a US lessor• Advising a Thai listed company and its group in respect of its sale to, andleaseback from, an Indonesian integrated shipping, logistic and offshore servicesbusiness and licensed Indonesian national shipping company, of a general cargoship• Advising a trading house on a structured advance payment sale and purchasefacility of US$150m to an Indonesian oil company and on negotiating anddocumenting storage, collateral management, sale and purchase and securityarrangements in relation to the storage and management of petroleum products tobe stored on board a floating storage facility located in Malaysian territorial waters5

• Advising a Scandinavian bank and KEXIM on the pre and post delivery bareboatstructured financing of a bulker to a Korean shipowner• Advising a Scandinavian owner on the US$35m and US$220m syndicatedfacilities led by Norwegian banks for the restructuring and financing of its offshoreoil & gas business as part of its restructuring and relocation to Singapore• Advising a Dutch bank on a NZD500m structured finance/subscription transactionwith a Singapore bank6

International corporateOur corporate practice covers a wide range of transactions involving the acquisition,disposal or combination of businesses, usually across a number of jurisdictions.We regularly advise on: share acquisitions and disposals, business/asset purchases anddisposals; public fund raising (London’s AIM in particular), management buy-outs, buy-ins,private equity and venture capital; corporate restructuring, workouts and recapitalisations;partnerships, strategic alliances, consortia and other contractual joint venturearrangements (including asset pooling and revenue sharing structures); and outsourcing,facilities management, distributorship, sale, supply, purchase and agency arrangements.Although we are able to apply our legal expertise across all industries, we have particularknowledge and experience of the power, energy, oil & gas, natural resources, transportand logistics sectors.Examples of representative transactions where our lawyers have advised include:MERGERS AND ACQUISITIONS• Advising an international agrichem company on the divestment of its butachlorand alachlor businesses (two kinds of selective herbicide) and other assetslocated in the Philippines, Thailand, Vietnam, India, Pakistan, Bangladesh andTaiwan to a major Chinese company• Advising a major commodities trading company in relation to the purchase of astrategic stake in a Singapore trading company involved in the trading of coke,steam coal, anthracite and iron ore in the Asia Pacific region• Assisting a German based renewable energy company on the acquisition of asolar energy business in the Philippines and Indonesia• Advising a consortium of investors on the acquisition of a major regional shipmanagement company based in Hong Kong7

• Advising a leading global advertising group on the acquisition of minorityshareholdings in Malaysian subsidiaries and strategic restructuring of the group’soperations in Singapore and Malaysia• Advising an Australian based private equity fund on the acquisition of a publishingcompany and assets based in Singapore and Hong Kong• Advising a Philippines IT company on the acquisition of shares in a Singaporecompany and its Indonesian subsidiary involved in the business of softwaredistribution• Advising a leading UK-based offshore oil & gas engineering group on itsacquisition of a majority stake in a Singapore steel wire rope manufacturer• Advising a major Emirati engineering concern on the proposed acquisition of aMalaysian-owned group of companiesCORPORATE AND COMMERCIAL• Advising a major global advertising and media company on the corporaterestructure of its advertising businesses and operations in Singapore, Malaysiaand Indonesia. The work involved advising on the effect of the new Investmentand Company Laws in Indonesia, acquisition and divestment of subsidiaries,foreign investment restrictions in Malaysia and the amalgamation of its operatingentities in Singapore• Advising an international agrichem company on its appointment of an exclusivenationwide distributor of its glyphosate-based herbicide products in Malaysia• Advising an Australian outdoor advertising agency on its successful tender tooperate the advertising concession at Changi Airport for 5 years, includingadvising on the establishment of operations in Singapore and structuring of itsinvestments8

• Advising a NASDAQ listed telecommunications company on the establishment ofa Thai branch office• Advising a Hong Kong listed shipping group on the structuring and establishmentof a joint venture with Emirati government interests, including advising onshareholder financing and security arrangements• Advising one of the world’s largest independent commodities traders in relation tothe storage and management of petroleum products to be stored on board aVLCC tanker converted into floating storage located offshore Malaysia• Advising the Dragon Capital Fund (UK-based US$ 2.5 billion listed fund) on theacquisition of a major HK-owned hotel property in Danang, VietnamPROJECT• Advising a Chinese LNG import joint venture company on the approved ShanghaiLNG import terminal and sub-sea trunkline project advising on LNG procurementand shipping arrangements• Advising the sponsor and developers of a renewable energy (biomass) project inCambodia, including drafting of documentation for a 2 MW rice husk-fired powerplant and assisting in obtaining grants from multilateral agencies• Advising a leading seismic survey company on proposed co-operationarrangements with a government-linked oil company in connection with theacquisition of 2D seismic data in licence blocks located offshore Vietnam• Advising Vimas Joint Venture on a US$15,000,000 construction completion loanfor Hanoi Sheraton Hotel• Advising Asian Development Bank as lead lender (US$325,000,000) loan toTelstra’s local network telecommunications project9

International dispute resolutionThe Singapore office has one of the strongest dispute resolution teams dedicated tointernational arbitration and litigation with an emphasis on engineering, construction, oil &gas, power and energy, international trade and maritime disputes.We were named Litigation Team of the year by Asian Counsel in 2007 and have particularregional expertise in power boiler design construction disputes, multi-jurisdictional vesselmortgage enforcements and bilateral investment treaty disputes.We have a proven track record of handling complex, technical and politically sensitivedisputes. The international arbitration team has extensive experience conductinginternational arbitrations in many jurisdictions throughout the Asia Pacific region under allinternationally recognised arbitration rules, including Singapore (SIAC), Indonesia (BANI),Malaysia (KLRCA), Brunei, Vietnam (VIAC), Myanmar, India (IAC), Pakistan, Bangladesh,Sri Lanka, Hong Kong (HKIAC), China (CIETAC), Taiwan, Philippines, Australia, NewZealand and Guam, as well as ad hoc arbitrations under the traditional ICC, LMAA, LCIAand UNICTRAL rules.We also offer our Asia-based clients the benefit of communication in the same time zonewith a team of specialists who have the knowledge, expertise and experience to handleinternational arbitrations seated in London, New York, Paris or Geneva.Examples of recent matters that our lawyers have conducted are set out below:FINANCE / BANKING LITIGATION• Advising a German bank in mortgage enforcement actions spanning 2 years andcovering 7 jurisdictions over a Turkish fleet of vessels. We successfully led andcoordinated litigation against the Turkish owners in the USA, Turkey, Sweden,South Africa, Singapore, Hong Kong and China• Advising a French bank in its mortgage enforcement against the TraderNavigation fleet. We achieved the world's first arrest and sale of a vessel in10

Gibraltar within 24 hours’ and achieved private treaty sales of the remaining fleetin the Bahamas, Singapore and IndiaOFFSHORE ENERGY DISPUTES• Advising an oil major in relation to a US$30m claim against the London reinsurersof an operating package insurance policy for loss and damage caused by theslumping of a conductor in the Champion West oil field offshore Brunei• Advising a Dubai-based owner/operator of a Mobile Offshore Production Unit inconnection with its claims against the carriers, surveyors, warranty surveyors andunderwriters following bad weather damage to the MOPU whilst being towed fromthe USA to Malaysia. The US$10m claim involved complex questions relating toinherent vice and insufficiency of preparations• Advising one of the world's largest owners/operators of oil rigs in a VIACarbitration in Vietnam following a dispute with a state oil company in relation todisputed operating/stand-by rates to be applied under a drilling contract followinga loss of pressure/slumping incident in the White Tiger oil field offshore Vietnam• Advising a US oil rig owner in defending a claim from damage sustained to an oilplatform as a result of a malfunctioning crane and pursuing counterclaims for 'waiton weather' and 'standby time' whilst demobilising offshore Indonesia• Advising a major US oil rig owner in respect of its rights and liabilities inconnection with the total loss of the BOP package and 52 riser joints after its rigsustained severe typhoon damage offshore Hong Kong resulting in a multi-partydispute• Advising one of the world's leading seismic survey companies following the loss of45 metres of drill pipe offshore Malaysia and defending the resultingenvironmental and third party claims• Advising joint venture owners of an FPSO in relation to a shareholder disputeregarding refitting works carried out on the FPSO including apportionment of11

liability in relation to loss caused by an explosion during the commissioning of aturbine• Advising the operator of an oilfield in relation to a dispute that arose with asupplier in relation to the construction and supply of an FPSO and mooring andriser equipmentSHIPPING / INTERNATIONAL TRADE DISPUTES• Advising a UK subsea contractor in relation to an LCIA arbitration involving aBIMCO SUPPLYTIME 89 charterparty dispute for claims arising out of prematurere-delivery of the charter vessel• Advising a German chemical trader in an LMAA arbitration in connection with itsclaims for contamination of a cargo of glycol loaded at Bandar Abbas, Iran• Advising a global commodity trader in relation to the detention of a tanker inIndonesia following allegations of smuggling and irregularities with vessel andcargo documentation and advising them as to their rights and liabilities under aBEEPEEVOY charterparty• Advising a Canadian shipowner in relation to the premature termination of a timecharterparty by Japanese charterers in a Hong Kong arbitration under HKIACrules. The case raised complicated technical issues as to the operationalperformance of the vessel’s self-unloading system• Advising a Middle Eastern offshore support vessel operator in connection with aUS$30m claim arising from a shareholders dispute in relation to the ownershipand earnings of an offshore supply vessel and alleged breach of a share sale andpurchase agreement• Advising the Indonesian owners of a general cargo vessel following an engineroom fire, collision and loss of life in connection with claims and cross-claimsagainst the salvors, underwriters and by the estate of the deceased crew member12

CONSTRUCTION AND DESIGN DISPUTES• Conducting an ICC arbitration in Singapore relating to an allegedly defective 110MWe CFB boiler installed by a European supplier for use in an integrated pulp andpaper mill in Indonesia. The main issues related to cyclone separator inefficiency(leading to poor thermal transfer and erosion); high bed temperatures; excessiveflue gas velocities; furnace and back pass sizing; thermodynamics and inadequateID fan capacity• Successfully conducting an ICC arbitration in Singapore relating to a BFB boilerinstalled for use on an industrial park in Thailand. We successfully demonstratedthat the supplier was in breach of contract and liable to pay substantial damagesto the buyer• Advising the owners/operators of a RDF CFB boiler supplied to provide power tothe national grid and dispose of waste materials in relation to its defective designand installation. The matter was ultimately progressed to a favourable settlementafter we effectively demonstrated to the supplier the technical and legal basis ofthe claim• Advising NEXI of Japan on the financing and political risks associated withconstructing a US$170 million FPSO vessel to be used in an offshore block inSouthern VietnamINVESTMENT TREATIES & FOREIGN INVESTMENT PROJECTS• Advising the Government of India in connection with the US$6 billion claimbrought by General Electric, Bechtel and Enron as well as the offshore lendersunder a variety of BITs with India. We ultimately reached, negotiated andexecuted a very favourable settlement for the GOI ending a 15 year dispute withthe foreign investors• Advising a South-East Asian government on defending its first BIT claim inconnection with an alleged breach of a concession agreement relating to thefinancing, construction, maintenance and operation of a tollway13

• Advising the Government of Bangladesh in connection with a US$30m disputewith the operation and maintenance contractors of 2x150 MW open cycle powerplants in 2 international arbitrations in Singapore• Advising a public sector concern of India in connection with a proposed multilateralinvestment protection agreement between India, Pakistan and Iran to covera proposed US$7 billion gas pipeline supplying natural gas from Iran to India14

Our peopleChris LowePartner+65 6551 9190clowe@wfw.comChris heads the International Finance Group of Watson,Farley & Williams, Singapore and is the Managing Partnerof the Singapore office. He specialises in asset, projectand structured finance. Chris is named as a leadinglawyer in the Asia Pacific Legal 500 and ChambersGlobal. He joined Watson, Farley & Williams in 1990 andbecame a partner in 1996. Chris was head of the Watson,Farley & Williams Copenhagen office from 1994 to 1999.He qualified as a solicitor of England and Wales in 1987and in Hong Kong in 1989.Goh Mei LinPartner+65 6551 9125mlgoh@wfw.comMei is a partner of the firm’s International Finance Group.She specialises in cross-border asset, project andstructured finance transactions in the following industrysectors: oil & gas, power and energy and transportation.Mei was recommended as a project finance lawyer in theAsia Pacific Legal 500. Before joining Watson, Farley &Williams, she worked at Sinclair Roche & Temperley andKhattar Wong & Partners. Mei is qualified as a solicitor ofEngland and Wales, she is also an advocate and solicitorof the Supreme Court of Singapore and an advocate andsolicitor of the High Court of Malaya.15

Madeline LeongPartner+65 6551 9179mleong@wfw.comMadeline is a partner in the firm’s International FinanceGroup. She specialises in asset, project and structuredfinance and has acted for most of the leading banks andfinancial institutions and is recognised as possessing“mastery of the subject” of asset finance by the AsiaPacific Legal 500. Madeline has worked in Australia,Hong Kong and Singapore and has considerableexperience in PRC transactions. Madeline joined WatsonFarley & Williams, Singapore in 2004. She qualified assolicitor of Western Australia and Australia in 1989, inHong Kong in 1992 and in England and Wales in 1992.Ken CheungPartner+65 6551 9123kcheung@wfw.comKen is a partner in the firm’s International CorporateGroup and has experience in acting for major localcompanies, multi-national corporations, government linkedcompanies, banks and investors. He advises on crossborder transactions, foreign investment, joint ventures,mergers & acquisitions. Ken has worked in Australia,Hong Kong and Singapore and has extensive experiencein transactions in the oil & gas, energy and transportationsectors. He is qualified as a solicitor in New South Wales,Hong Kong and England & Wales.16

Damian AdamsPartner+65 6551 9171dadams@wfw.comDamian Adams is a partner in the International CorporateGroup of Watson, Farley & Williams LLP, based in thefirm’s Singapore office. He specialises in a range of crossbordercorporate and commercial transactions includingmergers and acquisitions, trade sales, joint ventures,shareholder arrangements and AIM transactions, includinginitial public offerings. He also advises regularly onstructured trade finance transactions, acting for banks andcommodities houses. Damian’s practice has an industrysector bias towards transport and natural resources.Chris MuesselPartner+65 6551 9148cmuessel@wfw.comChris Muessel is a partner in the International CorporateGroup of Watson, Farley & Williams LLP, based in thefirm’s Singapore office. He specialises in cross-borderM&A, project finance, international trade, maritime andcommercial law, with in-country experience in Vietnam,Japan, Cambodia and Mongolia. He is recognised as a“key figure” in Asia Pacific Legal 500 for Vietnam and hasbeen designated for several successive years as a“leading lawyer” in Vietnam by Chambers. Chris is alsothe recent past Chairman of the American Chamber ofCommerce in Ho Chi Minh City (and current ViceChairman).17

Raja BosePartner+65 6551 9130rajabose@wfw.comRaja is a partner of Watson, Farley & Williams and headsthe international arbitration and litigation team in theSingapore office. He is dual qualified in Singapore andEngland. Prior to joining the firm in 1999, he was apartner in a Singapore law firm that focused on shippingand commercial litigation. He has extensive experienceas trial counsel before the Supreme Court of Singaporeand as lead counsel in international commercialarbitrations. Raja specialises in international commercialarbitration with an emphasis on cross border, multijurisdictionaldisputes in offshore oil & gas, construction,shipping and international trade, bilateral investmenttreaties, foreign investment, joint venture and shareholderagreements, as well as vessel mortgage and securityenforcements. In addition, he has considerable noncontentiousexperience in deal structuring, contractnegotiation and project finance.18

Our officesLondonWatson, Farley & Williams LLP15 Appold StreetLondon EC2A 2HBTel: +44 (0) 20 7814 8000Fax: +44 (0) 20 7814 8141/8142New YorkWatson, Farley & Williams(New York) LLP100 Park AvenueNew YorkNew York 10017Tel: +1 212 922 2200Fax: +1 212 922 1512ParisWatson, Farley & Williams LLP150, avenue des Champs-Elysées75008 ParisTel: +33 (0) 156 88 21 21Fax: +33 (0) 156 88 21 20HamburgWatson, Farley & Williams LLPAm Kaiserkai 6920457 HamburgTel: +49 (0) 40 80 80 344 0Fax: +49 (0) 40 80 80 344 10MunichWatson, Farley & Williams LLPKardinal-Faulhaber-Straße 1080333 MünchenT: +49 (89) 237086 0F: +49 (89) 237086 222RomeStudio Legale Associato aWatson, Farley & WilliamsPiazza Navona, 492nd Floor int 2/300186 - RomeTel: +39 06 68 40 581Fax: +39 06 68 89 2717MilanStudio Legale Associato a Watson, Farley& WilliamsVia Santa Radegonda 11MilanTel: +39 02 72 17 071Fax: +39 02 72 17 0720AthensWatson, Farley & WilliamsGreek Branch6th FloorNeophytou Vamva 4Kolonaki 106 - 74AthensTel: +30 21 0455 7300Fax: +30 210 7212 490PiraeusWatson, Farley & WilliamsGreek Branch8 th Floor - Ionian BuildingDefteras Merarchias 2Piraeus 185 36Tel: +30 21 0455 7300Fax: +30 21 0459 4004SingaporeWatson, Farley & Williams LLP16 Collyer Quay#12-02 Hitachi TowerSingapore 049318Tel: + 65 6 532 5335Fax: + 65 6 532 5454BangkokWatson, Farley & Williams (Thailand)LimitedUnit 902, 9th Floor,GPF Witthayu Tower B93/1 Wireless RoadPatumwan, Bangkok 10330Tel: + 66 (0)2 665 7800Fax: + 66 (0)2 665 7888Watson, Farley & Williams Websitewww.wfw.comAll references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLPand/or its affiliated undertakings. Any reference to a 'partner' means a member of Watson, Farley & WilliamsLLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standingand qualification.This brochure is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is notintended to give specific legal advice. The situations described may not apply to your circumstances. If yourequire advice or have questions or comments on its subject, please speak to your usual contact at Watson,Farley & Williams.19