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WFW - LNG 360 Credentials

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Cover Page ADVISING THROUGHOUT THE LNG VALUE CHAIN - CREDENTIALS STATEMENT -
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Page 1: WFW - LNG 360 Credentials

Cover Page

A D V I S I N G T H R O U G H O U T T H E L N G V A L U E C H A I N

- C R E D E N T I A L S S T A T E M E N T -

Page 2: WFW - LNG 360 Credentials

Credentials Statement 1

The LNG team at Watson Farley & Williams (“WFW”) combines our in-depth knowledge in the energy, natural resources and maritime sectors. The team is supported by the largest dedicated shipping and offshore oil & gas practices in the world. With more than 150 lawyers in our global Oil & Gas group across 15 offices in the WFW international network, our team has the combined expertise, local knowledge and critical mass to advise on the most complex and multi-jurisdictional projects throughout the LNG Value Chain

● LNG industry heavyweight: WFW is widely acknowledged to be the “undisputed leader in shipping” (Legal 500) and a go-

to firm with “a sophisticated practice… particularly active where there is a nexus with the energy sector, demonstrating expertise in LNG, offshore oil and gas, and logistics.” (Chambers Asia Pacific). Our market-leading team of LNG experts have acted for some of the industry’s leading players and on some of the most complex projects in this sector, across the entire LNG Value Chain, examples of which are set out in this document.

● “360-degree” sector perspective: Unlike the traditional practice-focused law firm model, WFW is a sector-focused firm. This means our lawyers are working in their specialist sectors on a day to day basis, continually witnessing the ups and downs, trends and cycles of the industry. The accrued knowledge and experience allows them to serve as better and more commercially-minded advisors to our clients. Our lawyers have a track record advising on upstream, midstream and downstream LNG and gas projects.

● One stop shop: The end result is that WFW’s LNG team can serve as a client’s 'one stop shop' for innovative and commercially-focused legal advice throughout the LNG Value Chain. We also have the critical mass to work on large scale projects, as evidenced by the experience of the firm and our expert Oil & Gas team set out in this document.

GLOBAL REACH - OUR GLOBAL OIL & GAS PRACTICE

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2 Watson Farley & Williams

Upstream hydrocarbon exploration & production is the basis of any LNG project. Working in all major hydrocarbon producing areas of the world on a range of M&A and commercial oil & gas transactions as well as disputes and financing, our oil & gas lawyers work as an integrated team across the entire value chain. our experience includes M&A of exploration and production assets around the world. We act for a broad range of clients in the upstream oil & gas industry, including E&P companies, offshore services contractors, storage providers and refineries, local and national governments, financiers, funds and other investors.

BW OFFSHORE Advising BW Offshore on documentation relating to its participation in the Kudu offshore gas field project in Namibia, including its acquisition – via its wholly owned subsidiary BW Kudu – of a 56% stake in the Kudu offshore licence.

MIDDLE EAST – GOVERNMENTS Advising the Governments of Iraq and Kuwait (jointly with petroleum engineers ERCE) on cross border agreements and optimal model for the further exploration and exploitation of the cross-border oil and gas fields between the countries.

PROGRAMME OF US ONSHORE OIL & GAS INVESTMENTS Advising Matra Petroleum on an agreement allowing it to make a series of investments into the US onshore oil & gas sector. The purchase agreement allows Matra to acquire up to 38,746 net acres across 50 leases in the Texas Panhandle through a series of investments.

PERTAMINA Advising a subsidiary of Pertamina (the National Oil Company of Indonesia) on the unitisation of the Jambaran and Tiung Biru fields and associated agreements with ExxonMobil in Indonesia.

OCTANEX Advising the Sabah Development Bank on the acquisition of an interest in ASX listed Octanex NL, with assets in Malaysia, Indonesia, Australia and New Zealand, a subscription for loan notes convertible into Octanex NL or its subsidiary holding the group’s interest in the Ophir risk sharing contract in Malaysia.

CALENERGY RESOURCES Advising CalEnergy Resources on its host selection process to export field fluids and raw gas from the Platypus field offshore the UK Southern North Sea, including advising on, drafting and negotiating transportation processing operating services agreements, construction commissioning and tie-in agreements, allocation and access agreements, field user agreements, amongst others, in relation to two exit routes to the beach terminals and connection to the UK national gas transmission system.

SYNDICATE OF BANKS Advising a syndicate of banks consisting of DnB, ING, BNP Paribas, Citi and BMO as lenders on a US$1.5bn Reserve-Based Lending Facility to Chrysaor for the acquisition of a portfolio of UK North Sea assets from Royal Dutch Shell.

BAYERNGAS UK LTD (BGUK) Advising BGUK on two separate acquisitions relating to projects in the UK Southern North Sea. BGUK acquired a 25% interest in the Clipper South project from Fairfield Energy and a 12.5% interest in the Cygnus project from Endeavour Energy for US$110m.

AZINAM LTD Advising independent Namibian oil and gas explorer Azinam on its divestment to ExxonMobil Namibia (PEL 44) Ltd, an affiliate of ExxonMobil Corporation, of a 30% stake in Petroleum Exploration Licence 44 offshore Namibia. The transaction remains subject to governmental approval and other conditions.

UPSTREAM M&A AND TRANSACTIONAL SELECTED RELEVANT EXPERIENCE

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Credentials Statement 3

Commercial and effective, our oil & gas lawyers utilise material sector expertise to provide commercially expedient, pragmatic legal advice taking into account the wider business environment to ensure that such advice delivers projects on a robust and timely commercial basis. Our lawyers support clients on transactions involving land-based and floating oil products storage facilities and onshore gas transmission and distribution pipeline networks to move the gas from the production well to market or from a regasification terminal to the end user.

€1.4BN SPANISH GAS STORAGE PROJECT FINANCING Advising oil and gas exploration company, SPV Escal UGS, in obtaining a financing facility for the Castor underground gas storage project offering a 1.9bn cubic metre capacity. Project finance was provided by Luxembourg Watercraft Capital, S.A. with funds obtained through the issuing of project bonds amounting to €1.4bn.

LEIF HOEGH & CO LTD Advising Leif Hoegh & Co Ltd on the acquisition of shares in a company undertaking a gas storage project, including advice in relation to the shareholders agreement and related commercial and project agreements.

EXCELERATE ENERGY Advising Excelerate Energy on complex and innovative commercial agreements for a unique gas import project in Teesside, UK involving installation of facilities to enable regassified LNG to access the UK pipeline system.

HIDROCANTÁBRICO Advising Hidrocantábrico on negotiations with Enagas in relation to agreements for the transportation of gas and access to gas mains.

KOGAS Advising Kogas, together with Wood MacKenzie, on a potential gas pipeline, including international government and host government contracts and transportation agreements.

STORENGY Advising Storengy Deutschland GmbH on the sale of its stake in the gas storage facility in Breitbrunn/Eggstätt in Bavaria to Slovakia’s NAFTA a.s. In parallel, NAFTA also acquired stakes in the Breitbrunn/Eggstätt, Inzenham-West and Wolfersberg underground gas storage facilities from DEA Deutsche Erdoel AG.

GOVERNMENT OF ISRAEL Advising the Government of Israel gas transportation company INGL on the drafting and negotiation of gas transportation agreement for the use of the national gas pipeline network.

LEAD ARRANGERS Advising the mandated lead arrangers on the financing of the acquisition of the Baskent Gas (distribution company) in Turkey.

PIPE-LAYING VESSEL Advising ICICI Bank, Axis Bank, Punjab National Bank and Indian Bank in relation to loan and letter of credit facilities aggregating US$97.3m to part finance the acquisition of, and project costs relating to, a derrick pipe-laying vessel chartered to Quippo Prakash.

GAS STORAGE AND TRANSPORTATION SELECTED RELEVANT EXPERIENCE

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4 Watson Farley & Williams

Specialists across our offices in all the major shipping centres throughout Europe, Asia, the Middle East and the USA act on matters such as the development and financing of onshore and floating liquefaction plants, the construction of new floating LNG plants and terminals and the organisation and preparation of bids in relation to tenders for participation in LNG projects.

PRELUDE FLNG PROJECT Advising INPEX on aspects of the Prelude FLNG Project, including offtake and transport arrangements and review and advice on lifting agreements and chartering arrangements.

ANADARKO PETROLEUM CORPORATION Advising Anadarko Petroleum Corporation in connection with the financing of the development of the Mozambique LNG project.

LNG LIQUEFACTION PLANT Advising on the development of a 2MTPA LNG liquefaction plant in Indonesia, using a modular system of 0.5MTPA LNG trains.

SHELL EASTERN PETROLEUM (PTE) LTD. Advising on the placement, employment and operation of FLNG units in Australia and Indonesia. The transaction included import/export, ownership structures, tax, registration and international convention compliance.

WORLD’S FIRST FLNG UNIT Advising the Industrial and Commercial Bank of China Limited on the US$200m financing of the construction and acquisition of the world’s first floating liquefaction and storage unit for natural gas for the EXMAR Group.

SHTOKMAN Advising Gazprom on the proposed restructuring of a Barents Sea gas condensate project and development of a related LNG facility, including extensive negotiations with two international oil companies.

ARROW LNG (AUSTRALIA) Advising the Project Company for an LNG facility in Australia on a range of documentation including bespoke FEED contracts for engineering works, tunnelling construction contracts and EPC contracts for onshore works.

HØEGH FLNG Advising on the structuring and joint development of Høegh’s FLNG projects, including on the term sheet for the EPCIC contract and the terms of the pre-FEED contract with its EPC contractor.

LIQUEFACTION SELECTED RELEVANT EXPERIENCE

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Credentials Statement 5

We have considerable experience advising owners, operators, lessors and lessees, project sponsors and integrated oil & gas companies on all manner of commercial contracts with regards to the operation of FLNGs, FSRUs and LNG carriers. Our extensive experience also encompasses advising on FPSOs, offshore rigs and drillships. From joint venture agreements to commercial contracts and leasing agreements, WFW has the capacity to advise on any matter involving LNG transportation.

YEMEN LNG COMPANY Advising Yemen LNG Company on its transportation requirements for the Bal Haf project, including the long-term charter of four LNG carriers.

PRIMORSK SHIPPING Advising Primorsk Shipping Corporation in respect of a joint venture with MOL and K-Line concerning the financing and charter of an LNG carrier for the transportation of LNG primarily from the Russian Federation.

RASGAS II Advising Teekay on its successful bid to provide three LNG carriers on long-term charter to RasGas II.

GOLAR LNG Advising Golar LNG in negotiations on the terms of the long-term time charterparties and operating and maintenance agreements in respect of two LNG FSRUs for Petrobras.

HØEGH LNG Advising Høegh LNG on commercial agreements for two LNG shuttle and regasification vessels (SRVs), designed to service the Neptune offshore LNG import terminal.

HØEGH LNG Advising the joint venture between Høegh LNG and Mitsui OSK Lines on the commercial arrangements relating to the sub-let by ENGIE of the SRV Neptune to Turkish project developers, Kolin and Kalyon for utilisation at Turkey’s new Etki LNG terminal. This included negotiating and documenting certain amendments to the underlying charter (referred to above), and a review of the terminal use and port liability agreements.

GOLAR LNG Advising Golar LNG in relation to Indonesia’s first FSRU, chartered to PR Nusantara Regas, a joint venture between Pertamina and Perusahaan Gas Negara.

BG GROUP Advising BG Group on the terms of a series of long-term LNG charter arrangements.

MARUBENI AND SK SHIPPING Advising on the creation of a joint venture for ownership of two 180,000m3 LNG vessels and related time charter contracts with Total for the transport of LNG from the Australian Ichthys project and the Sabine Pass terminal in Louisiana, USA.

YAMAL LNG: SOVCOMFLOT Advising Sovcomflot on the shipbuilding and charter party contracts for a US$260m LNG vessel to be utilised as part of the Yamal LNG project. We also advised on the financing of the vessel which won Marine Money’s “Project Finance Deal of the Year 2018”. BG Group on the terms of a series of long-term LNG charter arrangements.

SK SHIPPING Advising SK Shipping on the long-term charter of two of its LNG vessels.

US$930M SALE & LEASEBACK Advising BG Group plc subsidiary Methane Services Limited on the US$930m sale and charter back of six LNG carrier vessels to GasLog Ltd.

O&M AGREEMENTS: LNG TRANSPORTATION AND FSRU SELECTED RELEVANT EXPERIENCE

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6 Watson Farley & Williams

WFW has a substantive track record of advising on complex construction projects, such as conversions, lengthening and major refurbishment work in addition to newbuilds in the offshore oil & gas sector, and wider maritime industry.

Our lawyers’ experience advising shipyards, owners/operators and financiers ultimately serves our clients well, allowing them to ask the pertinent questions and ensure that the most relevant clauses and language are included in the contract, ultimately ensuring that the unit delivered at the end of the project is to our clients’ exacting specifications and avoiding costly and time-consuming litigation.

CONVESIONS BUMI ARMADA Advising Bumi Armada on the contract for the conversion, delivery, installation and leasing of an FPSO on the Madura Project, Indonesia, involving China National Offshore Oil Corporation (CNOOC) and Husky.

YINSON OCTP GHANA Advising Yinson OCTP Ghana FPSO on the supply, conversion and leasing of an FPSO to Eni.

OIL EXPLORATION AND PRODUCTION COMPANY Advising a major independent oil exploration and production company on the repair and upgrade of an FPSO; drafting the repair contract, assisting the client's bid package for competitive tender process, evaluating the bid and negotiating and finalising the repair contract with the preferred contractor.

JURONG SHIPYARD PTE LTD Advising the Singapore shipyard in a Master Shipyard Service Agreement for a series of vessel conversion and refurbishment works for offshore.

FSRU TOSCANA Advising the owners of the offshore moored FSRU Toscana, in the drafting and negotiation of the O&M Agreement; pre-installation Familiarisation & Training Agreement; the Support, Guardian and Crewboat Services Agreements; the Terminal Use Agreement; Conditions of Use; and Vetting and Approval standards. Also advising in relation to the delivery (from conversion yard) contracts and issues arising under the purchase and conversion contracts.

LNG CARRIER Acting for mid-term charterers in negotiating terms with the owners of LNG carriers for the acquisition and storage of long-lead items needed for conversion into FSRU and the options and terms for the conversion project.

NEWBUILDINGS NYK, SOVCOMFLOT AND SAMUDERA Advising NYK, Sovcomflot and Samudera on a joint venture for the construction, ownership and financing of two LNG vessels for the Tangguh project.

PLUTO LNG PROJECT Advising Woodside (as operator) in relation to the terms of the construction contracts in respect of the vessels to be utilised in the Pluto LNG Project.

TEEKAY LNG PARTNERS Advising Teekay on the terms of its construction contracts and chartering arrangements in respect of a series of LNG carriers for the Yamal LNG Project.

LNG NEWBUILDINGS Advising a shipbuilding group on the construction and financing arrangements for a series of five LNG newbuildings for Middle Eastern interests.

EPC CONTRACTS: FSRU CONVERSIONS & NEWBUILD SELECTED RELEVANT EXPERIENCE

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Credentials Statement 7

Utilising the expertise of WFW's LNG and Offshore Oil & Gas teams and the firm's Ports and Terminals practice, our firm is a leading advisor on the commissioning, regulatory requirements, development and installation and operation of subsea and offshore installations.

Combined with our experience advising further upstream and downstream in the LNG Value Chain, this permits us to take a more holistic, 360-degree view of how the installations sit within wider projects or advise on LNG onshore and offshore infrastructure as a standalone project. In either situation our clients' commercial priorities and operational goals are paramount, and benefit from our team’s collective experience to avoid potentials pitfalls and bottlenecks throughout the process.

PROJECT SPONSOR Advising in relation to a UK offshore regasification terminal and pipeline involving the mooring of an LNG regasification vessel on an offshore buoy connected to a pipeline to feed gas into the national transmission system.

ROSETTI MARINO S.P.A. Drafting and negotiating a contract for the engineering, procurement, construction and installation of topside modules for a drilling platform in the North Sea, involving negotiations with counterparties on risk allocation and insurance in offshore construction.

DZHUBGA-LAZAREVSKOYE-SOCHI (RUSSIA) Advising an offshore gas pipeline contractor on the negotiation of the EPC contract for the offshore construction of pipeline in the Black Sea with pull-in onshore through HDD.

LEKKI PORT LFTZ ENTERPRISE Advising in relation to the EPC contract for the infrastructure and deep-water port in Ibeju, Lagos, Nigeria.

HØEGH LNG Advising Høegh LNG on regasification projects offshore UK utilising on-board regasification into purpose-built infrastructure for delivery of natural gas to shore.

CHINA LIGHT AND POWER Advising on the development of its LNG import terminal in Hong Kong.

GOVERNMENT OF CYPRUS Advising as part of a consortium with MW Kellogg Ltd. and Gas Strategies on a BOT tender for the construction and operation of an LNG and petroleum products import terminal project in Cyprus.

OFFSHORE CONTRACTOR Advising on the commercial terms of the EPC contracts for a number of Single Point Mooring (SPM) projects.

EPC CONTRACTS: SUBSEA CONSTRUCTION SELECTED RELEVANT EXPERIENCE

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8 Watson Farley & Williams

Our dedicated team of lawyers provides strategic legal solutions for the development of key infrastructure projects – taking underlying business issues and risks into account. Our expertise covers all facets of projects, from early stage development such as consortium issues and joint ventures to project financing structures, construction, risk allocation / mitigation, privatisations, commercial contracts and acquisitions but also competition law, merger control, public procurement, State aid and other regulatory issues that may arise in energy or infrastructure transactions.

REGASIFICATION TERMINAL AND PIPELINE Advising Excelerate Energy in relation to the world’s first dockside floating regasification facility in Teesside, UK, involving the mooring of an LNG regasification vessel on an offshore buoy connected to a pipeline feeding into the national gas transmission system. Work included advice on cable and pipeline crossing agreements, real property aspects and regulatory issues as well as LNG regasification vessel and pipeline infrastructure construction and procurement, user agreements and limited recourse project financing.

CHINA LIGHT AND POWER Advising China Light and Power on the development of its onshore LNG import terminal in Hong Kong.

TRANS ADRIATIC PIPELINE (GREECE, ALBANIA, ITALY) Advising the Project Company procuring the construction of a gas transportation pipeline in South Eastern Europe on the forms of contract for the onshore pipeline construction works; offshore marine works; ancillary onshore construction works (compressor stations, support roads); and contracts for the supply of materials.

SOCAR Advising the State Oil Company of Azerbaijan on the final investment decision for the expansion of the Shah Deniz2 gas condensate field and related southern corridor gas pipeline.

FLUXYS Advising Fluxys on the acquisition financing (and subsequent refinancing) of a gas pipeline connecting Germany and Italy as part of the ENI unbundling.

BORD GAIS Advising Bord Gais of Ireland in relation to the Isle of Man gas supply pipeline and operational issues.

LNG PLANT IN RUSSIA Advising Ashmore in the establishment of a joint venture to construct and operate an LNG plant in Russia.

GAS FIELDS IN BALTIC SEA Advising an SPV owned by CalEnergy Resources and LOTOS Petrobaltic on the development of the B4 and B6 gas fields in Baltic Sea including advising on the financing, development of the offshore and onshore facilities and offtake agreements.

ONSHORE GAS INFRASTRUCTURE DEVELOPMENT SELECTED RELEVANT EXPERIENCE

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Credentials Statement 9

We act for a range of financiers and producers bringing gas, LNG, oil and related products to market, providing specialist advice on long‑term sale and purchase agreements as well as spot trading arrangements and a variety of other structures to finance that activity, including L/C facilities, pre-export facilities, securitisations and all related cross-border security issues.

GUANGDONG DAPENG LNG COMPANT LTD. Advising on its import terminal project, which includes LNG purchase tender and contract negotiations, terminal and shipping arrangements.

QATARI LNG Advising Qatari LNG producer on LNG sale and purchase agreements for the sale of LNG cargoes (including spot market sales and cargo swaps).

GOVERNMENT OF PAKISTAN Advising under an USAID mandate, the Government of Pakistan and Pakistan State Oil Corporation Limited in relation to, negotiating and drafting a long-term LNG supply agreement with Qatargas and model master LNG trading agreement.

CITI GROUP Advising Citi Group in relation to a long-term structured purchase of gas at the UK national balancing point (NBP). The arrangements were unique in that they took account of the physical nature of the delivery chain of the underlying LNG source and covered the seller’s related force majeure risk.

BW KUDU Advising BW Kudu on the development and gas sales and transportation terms (including commercial and technical) for an offshore gas pipeline from an upstream source to a proposed power plant in Namibia, including bankability analysis and financing options.

CALENERGY RESOURCES Advising CalEnergy Resources on the development of their upstream Baltic Gas Project in Poland, including on the long-term gas sales agreement, condensate sales agreement and LPG sales agreements.

NAUTICOR GMBH Advising Nauticor GmbH on and drafting mid-term supply agreement (under Swedish law) for the delivery of LNG as bunker fuel to Destination Gotland AB, a Swedish ferry company.

SORGENIA Advising Sorgenia on rights under a long-term gas supply agreement with a take-or-pay structure, against Eni S.p.A. for abuse of market power and anti-competitive behaviour in Italy.

GOVERNMENT OF CYPRUS Advising the Government of Cyprus in relation to the bidding process to be adopted and parameters to be specified when inviting various producers to sell LNG long‑term into Cyprus.

LNG/GAS SPAS AND TRADING SELECTED RELEVANT EXPERIENCE

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10 Watson Farley & Williams

LNG import terminals are embedded between sellers’/producers’ LNG supply arrangements and offtake rules for the regasified LNG and need to address the resulting interphases. In addition, host countries may require compliance with mandatory third-party access rules and use-it-or-lose-it regimes. Our lawyers have a wealth of experience in drafting and negotiating terminal use agreements with and without third-party access requirements in mind.

SUI SOUTHERN GAS COMPANY Advising, as part of a consortium with commercial and technical advisers QED, Sui Southern Gas Company of Pakistan as Customer of the Engro Elengy FSRU-based LNG import terminal on the tender, and negotiating and drafting relevant documentation, for the purchase of uncommitted throughput capacity at that terminal.

PORT MERIDIAN Advising project developer in relation to a gas unloading licence from the Department for Energy and Climate Change of the UK (DECC) for this FSRU-based terminal off the West coast of the UK, drafting the licence and advising on subsequent amendments proposed by DECC until finalisation of the licence. Advising in relation to applicable maritime and HSE regulatory regimes.

GOVERNMENT OF PAKISTAN Advising as legal project counsel, as part of a USAID funded consortium of advisers, on and drafting the tender documentation for the construction and operation of the FSRU-based terminal in Karachi and long-term LNG import into Pakistan; drafting and negotiating Terminal Throughput Agreement, Port Implementation Agreement, Direct Agreements; reviewing and advising on regulatory policy relating to LNG activities in Pakistan; advising on and drafting long-term, mid-term and spot LNG sale and purchase agreements including relevant tender documentation.

ENERGÍA Y GAS DE HUELVA Advising Energía y Gas de Huelva (Grupo Villar Mir) in the development of a regasification terminal and two associated combined cycle power plants in Spain.

BW VENTURES Advising an FSRU owner on its bid to act as the operator of a FSRU installation offshore Chile for this LNG-to-power project proving electricity to mining companies in Northern Chile, including advising on access to and operating arrangements of the facility.

INDUSTRIAL AND COMMERCIAL BANK OF CHINA Advising on project agreements, including services/facility access agreement, in relation to a US$200 million financing to the Exmar group in respect of its construction and acquisition of a floating liquefaction and storage unit for natural gas presently being built by China shipbuilders Wison (Nantong) Heavy Industry Co., Ltd and Wison Offshore & Marine Ltd.

SOUTH HOOK LNG TERMINAL COMPANY Advising this Qatargas II group company on and drafting of commercial access agreements regarding the LNG import facility at Milford Haven, Wales, UK, and more recently advising on the subsequent creation and implementation of operational business rules at the terminal.

TERMINAL USE AGREEMENTS SELECTED RELEVANT EXPERIENCE

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Credentials Statement 11

With our true understanding of the difficulties and implications of global sector trends, we are able to deliver first-class expert advice on some of the world’s leading, high profile and ground-breaking projects in the energy infrastructure space.

Known and trusted by all parties involved in power plant, grid and interconnector transactions and developments, Watson Farley & Williams’ lawyers regularly work with the world’s largest players in the market. We provide a cradle to grave service in relation to these assets, regularly on an international or cross-border basis.

ENERGÍA Y GAS DE HUELVA Advising Energía y Gas de Huelva (Grupo Villar Mir) in the development of a regasification terminal and two associated combined cycle power plants in Spain.

SHELL Advising Shell as gas toller in relation to an LNG/gas-to-power tolling arrangement in Amorebieta, Spain, including drafting and negotiating the Tolling Agreement for the import of LNG into Spain, supply of gas to and offtake of electricity from the power station operated by ESBI, third-party access and liability regimes in relation to Spain’s gas transmission network and sale of electricity into the Spanish grid.

LENDERS Advising groups of lenders in relation to the financing of the construction, conversion, operation and maintenance of several power ships deployed to a variety of jurisdictions, including Ghana, Indonesia and Lebanon. Their capacity ranges from 175MW to 470MW (the world’s largest power ship).

650MW GAS-FIRED POWER PLANT Advising a project developer in the development and financing of a 650MW gas-fired combined cycle power project in the Philippines, the first CCGT to utilise LNG as a fuel source in the Philippines. Project lenders included the Development Bank of the Philippines and Landbank of the Philippines.

ENGIE Advising Engie in relation to the Heron II gas fired power project in Greece.

DONG ENERGY Advising DONG Energy on its acquisition of the Severn gas-fired power station in South Wales and the engineering business Carron Engineering & Construction, a power plant consultancy, from Welsh Power Group.

AFRICAN EXPORT-IMPORT BANK Advising African Export-Import Bank as lead arranger on the project financing of a US$600m gas-fired power plant in Akwa Ibom State, Nigeria.

LENDERS Advising lenders in connection with financing the construction of the Al Ezzel Power Project, being a gas-fired power project in Bahrain.

GAS-FIRED POWER PLANTS SELECTED RELEVANT EXPERIENCE

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12 Watson Farley & Williams

We advise shipowners, lessors and lessees, banks, export credit agencies and private equity funds on a range of different assets types and financial structures and the associated underlying project documentation.

TEEKAY US$1.6BN FINANCING Advising Teekay LNG Partners L.P. and its joint venture partner China LNG Shipping (Holdings) Ltd on the US$1.6bn long-term financing for the construction of six Arc7 LNG carrier newbuildings at Daewoo Shipbuilding & Marine Engineering Co., Ltd. in South Korea. Once completed, these 172,410 cubic meter vessels will have 2.1 metre icebreaking capabilities in both forward and reverse and will service the Yamal LNG project under charter contracts out to 2045 (plus options), with the first vessel delivering and commencing its charter contract in January 2018.

BRUNEI GAS CARRIERS Advising Brunei Gas Carriers Sdn Bhd in relation to the largest ever Islamic Southeast Asian shipping finance facility of up to US$505m to fund its newbuilding programme of two 147,000m³ Duel Fuel Diesel Electric Engine Type LNG vessels.

TEEKAY LNG Advising Teekay LNG Partners L.P. on the US$327m long-term financing signed in November 2017 to fund a floating storage unit (FSU) for the Bahrain regasification project, and one M-Type, Electronically Controlled, Gas Injection (MEGI) LNG carrier newbuilding. The FSU will be chartered over 20 years from the third quarter of 2018 and the MEGI LNG carrier has a 13-year charter contract with BP starting in early 2019.

KOGAS NEWBUILDS Advising a syndicate of lenders on the US$1.2bn finance facility for KOGAS, to fund the acquisition of six newbuild LNG carriers to be constructed at Daewoo Shipbuilding & Marine Engineering and Samsung Heavy Industries. The deal was named “Bank Debt - East: Financing of the Year” in 2015 by Marine Money.

YAMAL LNG: SOVCOMFLOT Advising Sovcomflot on the US$260m financing by VTB Bank, shipbuilding and charter contracts for the LNG carrier vessel m.v. “Christophe de Margerie”. The vessel is the first of the Yamal Project arctic LNG carriers in operation and the deal was named “Project Finance Deal of the Year – West” by Marine Money.

SUMI TRUST US$880M LOAN Advising SuMi Trust London in their participation in a US$880m loan facility to Teekay Nakilat (III) Corp relating to four LNG tankers chartered to Ras Laffan Liquified Natural Gas Company.

US$800M GOLAR MLP FLEET Advising Golar LNG Limited on the US$800m refinancing of Golar MLP fleet secured over seven ships including LNG and FSRUs; the facility consolidated a number of vessel financings for Golar MLP, the listed arm of the Group owning the vessels with long-term employment.

WORLD’S FIRST FLNG UNIT Advising the Industrial and Commercial Bank of China Limited (“ICBC”) on the US$200m financing of the construction and acquisition of the world’s first floating liquefaction and storage unit for natural gas (“FLNG”), for the EXMAR Group.

FINANCE (LNGC, FSRU, FLNG, FPSO) SELECTED RELEVANT EXPERIENCE

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Credentials Statement 13

"They are heavyweights in shipping, trading and offshore oil and gas disputes, with a formidable list of regional and multinational clients." Chambers Global, 2020

"WFW provides a consistently high standard and responsive service." Legal 500 UK, 2020

"They provide an on-point, commercially expedient and high quality legal service" Legal 500 UK, 2018

“The team works effectively and efficiently together. The attorneys are willing to bounce ideas off one another in a proactive effort to seek solutions rather than simply taking direction from clients." Legal 500 UK, 2020

"One of the greatest strengths of this team is its unique ability to cooperate internally to support the client." Legal 500 UK, 2020

"The firm’s M&A work shows a strong focus on the maritime and oil and gas sectors, with a strong cross-border element across its portfolio." IFLR1000 Financial & Corporate, 2018

"There are specialists in different fields which is quite important when it comes to related issues." Legal 500 UK, 2020

"It's an excellent firm with good niche expertise in oil and gas." Chambers UK, 2020

"WFW has a strong credentials for its work in the renewable energy, conventional energy and energy infrastructure sectors." Legal 500 UK, 2020

"They go above and beyond to look after us and we feel like their priority." Chambers UK, 2020

"It's a very effective team and the lawyers are practical and pragmatic." Chambers UK, 2020

"They are heavyweights in shipping and offshore oil and gas disputes, with a formidable list of multinational clients in these areas." Chambers Asia Pacific, 2018

“Watson Farley & Williams LLP is an attractive choice for big -ticket maritime asset financing, particularly in the oil and gas sectors." Legal 500 Asia Pacific, 2020

"WFW remains best known for shipbuilding and oil and gas disputes." Legal 500 Asia Pacific, 2020

"The firm has a wealth of experience in project development and project investments." Legal 500 Asia Pacific, 2020

"We had good accessibility to the team and we appreciated their willingness to go out of the way to meet our needs." Legal 500 Asia Pacific, 2020

"They're a pre-eminent shipping finance practice with an outstanding bench of experienced lawyers." Chambers Global, 2020

REPUTATION

Page 15: WFW - LNG 360 Credentials

14 Watson Farley & Williams

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All references to ‘Watson Farley & Williams’, ‘WFW’ and ‘the firm’ in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a ‘partner’ means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The

transactions and matters referred to in this document 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 questions or comments

on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising.

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