OUR BANKING AND FINANCE PRACTICE

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1 OUR BANKING AND FINANCE PRACTICE

2 Best Overall Law Firm of the Year India Business Law Journal, Indian Law Firm Awards 2008, 2009, 2010, 2011 and 2012 Band One in Banking and Finance, India Chambers Asia-Pacific 2011, 2012 and 2013 Banking and Finance Law Firm of the Year India Business Law Journal, Indian Law Firm Awards 2011 and 2012

3 ABOUT TRILEGAL Trilegal is one of India's leading law firms with offices in four of India s major cities - Mumbai, New Delhi, Bangalore and Hyderabad. We represent clients on a large number of the most complex and high value transactions in India, leading to our key practices winning top industry awards and accolades. We believe that the combination of our firm s culture, depth of transactional experience, wide range of expertise and the quality and energy of our lawyers, allows us to offer a level of client service that is unique to the Indian legal market. Our lawyers are trained to take a commercial perspective of the issues our clients face with a solution-oriented approach and give high quality practical advice. Our areas of expertise include corporate - mergers and acquisitions; strategic alliances and joint ventures; private equity and venture capital; energy and infrastructure; banking and finance; restructuring; capital markets; telecoms, media and technology; dispute resolution; regulatory; competition law; labour and employment; real estate; and taxation. Our client roster includes of many of the world's leading corporations, funds, banks and financial institutions. We provide seamless, efficient and integrated service across a broad spectrum of practice areas.

4 OUR BANKING AND FINANCE PRACTICE The Banking and Finance group at Trilegal is a market leader in terms of both experience and the range of our practice. Our work spans the spectrum of financial products, including project finance, leveraged finance, distressed debt transactions, debt restructuring, acquisition finance, syndicated lending and structured products. We have advised clients on established as well as emerging products developed in a fast-changing and dynamic legal and regulatory environment. Our reputation as a premier firm in the market is based on a keen commercial understanding of what our clients seek to achieve, the quality of our documentation and our ability to deliver a high value service within tight timeframes. Some of the key areas that our Banking and Finance group covers are: Project Finance Distressed Assets and Restructuring Acquisition Finance Advisory and Regulatory Syndicated Loans and External Commercial Borrowings (ECBs) Private Placement of Debt Notes We advise all major public and private sector banks, financial institutions, multinationals, domestic banks, multilateral agencies and non-banking financial companies on their domestic and cross-border transactions and provide a focused, pragmatic approach, with fee transparency and highly effective, technology driven transaction management. Clients rely on us for the depth and breadth of our expertise, our intellectual rigour and our proven track record of finding solutions to implement on the transactions we work on.

5 They have been consistently thoughtful and extremely analytical. They are service-oriented and give advice in a timely manner. India Business Law Journal, February 2013

6 WHY CHOOSE OUR BANKING AND FINANCE PRACTICE? MARKET LEADERS Our Banking and Finance group is recognised for creating benchmarks in the marketplace. We have advised on a significant number of innovative and complex financings as well as many first of a kind transactions and projects that include India s first leveraged buyout, first cross-border leveraged recapitalisation, first revolving securitisation and the first non-recourse project financing of an Indian wind project. We have a reputation for getting to the heart of the multifaceted issues in any deal where we focus on strategy, robust deal structures and minimising execution risk. Our Banking and Finance team works very closely with the other teams. Although the work of each group is distinct; our strong teamwork and uniform approach ensure that the transactions are managed as effectively as possible. We have leveraged our considerable experience in project finance, acquisition finance, structured finance and securitisation to establish a strong presence in the nascent, yet fast-growing practice area of distressed assets. We have represented most of the major players and early entrants seeking to establish a presence in this business and have experience in block deals with single obligors as well as portfolio sales. DIVERSE PRACTICE With globalisation, consolidation and diversification of the financial industry, the banking sector is becoming increasingly complex. As transactions increasingly require a blend of a range of products, including financing, securitisation, restructuring and advisory, we are among a small number of law firms that can meet all these requirements under one roof. We have the ability to deal with complex issues across a broad range of products as well as a strong platform to service the clients needs particularly with the changing deal structures and the volatile markets. SPECIALISED AND DEDICATED TEAM OF LAWYERS Our Banking and Finance group brings together a specialised and dedicated team of 5 partners and 30 lawyers across our offices. Our lawyers have an in-depth understanding of the banking sector and the ability to understand the needs in the appropriate legal context. We have the experience of working with several banks and financial institutions in the context of both offshore and domestic financings. We have also advised clients on diverse matters including secured loan transactions, consortium banking, securitisation and structured finance products. In addition, we have advised a variety of agencies including multilateral development finance institutions, financial intermediaries, banks and and non banking financial companies (NBFCs) on a range of legal and regulatory issues, including policy analysis pertinent to their activities in India. Our acquisition finance practice group advises banks, lending institutions and other parties in regard to acquisitions, leveraged buyouts and equity investments. Working in close conjunction with the corporate and structured finance practice, our lawyers structure and deliver solutions to meet the specific needs of each transaction and also advise on regulatory compliance and assist in negotiation and finalisation of documents. Our lawyers build strong relationships with in-house legal teams, working alongside them to provide reliable expert advice. Moreover, we regularly place secondees to many of our clients legal teams, ensuring that our lawyers have practical experience of working in the clients environment.

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8 BANKING AND FINANCE WORK HIGHLIGHTS ACQUISITION FINANCE ICICI Bank Limited in relation to the financing for GVK Group's USD 1.25 billion acquisition of a majority stake in certain coal and infrastructure development projects in the Galilee Basin of Queensland, Australia from Hancock Prospecting Pty Limited and certain affiliated entities which, upon development are intended to become large scale thermal coal mines capable of producing in excess of 60 million tonnes per annum of thermal coal. ICICI Bank Limited, as the lead bank, in relation to a USD 800 million foreign currency term loan facility in connection with the acquisition of Griffin Coal Mining Company, Australia by Lanco Resources International Pte. Ltd and Lanco resources Australia Pty Ltd (wholly owned subsidiary and a first level step down subsidiary of Lanco Infratech Limited). Standard Chartered Bank, as mandated lead arranger in relation to a USD 7.5 billion acquisition facility and USD 2 billion bridge facility in connection with Bharti Airtel s acquisition of Zain s African telecom business. Citibank and Merrill Lynch on the USD 900 million financing of Kohlberg Kravis & Roberts acquisition of the worldwide software operations of Singapore-based Flextronics International Limited. The acquisition includes Flextronics Software Systems Limited, the Indian software arm of Flextronics, and is the largest leveraged buyout in India. ABN Amro Bank, UBS and Bank of America on the financing of Hindalco Industries acquisition of Novelis Inc., a leading producer of aluminium rolled products, for approximately USD 6 billion. Standard Chartered Bank, as mandated lead arranger, in relation to a USD 1 billion senior secured bridge facility in connection with the acquisition of Abbot Point Coal Terminal in Queensland, Australia by a wholly owned subsidiary of Mundra Port and Special Economic Zone Limited. ICICI Bank Limited in the financing of a Wadia Group company for the acquisition of a significant shareholding interest in Britannia Industries Limited, from the Danone group. Axis Bank and ICICI Bank Limited on a USD 1.25 billion financing of an overseas subsidiary of the GMR group for the acquisition of a stake in Intergen N.V. Currently advising on the refinancing of Intergen. Axis Bank in the financing of an overseas subsidiary of the GMR Group for the acquisition of PT Barasentosa Lestari, an Indonesian coal company for approximately USD 40 million. Citibank N.A. in the financing of Dr. Reddy s Laboratories Limited, one of the India s largest pharmaceutical companies, for the acquisition of a German generic pharmaceutical company betapharm GmbH for USD 572 million. PROJECT FINANCE CLP India on a USD 1.2 billion financing by a consortium of lenders for the establishment of a 1320 MW thermal power project in Jhajjar, Haryana. IDBI Bank Limited led consortium in relation to an INR billion financing to Reliance Cementation Private Limited in connection with the setting up of a greenfield cement plant in Madhya Pradesh and Uttar Pradesh, India. State Bank of India led consortium on an INR 7 billion financing to the East North Interconnection Company Limited for the construction, operation and maintenance of a 400 K/V Quad D/C transmission line in the north east region.

9 Project Finance Team of the Year IFLR India Awards 2012

10 State Bank of India led consortium in relation to INR 52.5 billion financing of Athena Chattisgarh Power Limited, for the construction, operation and maintenance of 1200 MW (2 x 600 MW) domestic coal based power project at Janjgir-Champa district in the state of Chhattisgarh. Credit Agricole Corporate and Investment Bank and Mizuho Corporate Bank in relation to a USD 60 million financing to Western Region Transmission (Gujarat) Private Limited, a company promoted by Reliance Infrastructure Limited, for strengthening the Western Region Transmission System by installing three transmission lines in the state of Gujarat. Deutsche Bank AG in relation to a syndicated bridge facility of upto INR 4,500 million to the holding company of an SPV of the Isolux Corsan group, a Spanish major in power transmission, in connection with the erection, commissioning and operation of the 765 KV S/C Mainpuri-Bara transmission line at Mainpuri, Uttar Pradesh. YG Realty Private Limited in relation to an INR 5.2 billion facility availed from IDFC Limited and HDFC Limited jointly, for the refinancing of an existing rupee facility in relation to a real estate project in Gurgaon, Haryana. Noble Group on the loan documentation for USD 86 million loan to finance its mechanical iron-ore handling facility at the Paradip Port, Orissa. Citibank N.A. led consortium on an INR 5 billion financing of a SPV of Larsen & Toubro India on a BOT concession granted by the National Highways Authority of India. Indian Energy on the financing of a 24 MW renewable energy wind farm in the state of Karnataka, India, particularly on security creation and perfection. IDBI Bank Limited and IDFC Limited in relation to individual term loan facilities amounting to INR 930 million and INR 1 billion, respectively, for the development of a 49.5MW greenfield wind power project by CLP Wind Farms (Theni Project II) Private Limited at Theni, Tamil Nadu. Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Singapore Branch in its capacity as the lead arranger and a syndicate of foreign institutions in relation to the financing of Enercon (India) Limited for the capital expenditure involved in the purchase, installation and commissioning of a 22.8 MW wind farm electricity generation project sanctioned by the Energy Department, Government of Karnataka, India. Axis Bank Limited, in relation to a bridge loan facility of USD 75 million and a subsequent USD 358 million term loan facility along with a USD 25 million guarantee facility granted to GMR Malé International Airport Private Limited for modernisation, expansion and operation of the Male International Airport, Maldives. OPIC in relation to (i) USD 6.23 million loan to Azure Power for a 2 MW photovoltaic solar power project in the state of Punjab; (ii) approximately USD 26.8 million facility for the financing of construction and operation of a 10 MW solar power project being set up by Azure Power in the state of Gujarat; (iii) USD 14.7 million facility for the financing of development, construction and commissioning of a 5 MW photovoltaic solar power project being developed by Azure Power in the state of Gujarat; and (iv) USD million facility for the financing of development, construction and commissioning of a 5 MW photovoltaic solar power project being developed by ESP Urja in the state of Gujarat.

11 Hindustan Construction Limited's Corporate Debt Restructuring - Banking, Finance and Restructuring Deal of the Year India Business Law Journal, Deal of the Year Awards 2012

12 DISTRESSED ASSETS AND RESTRUCTURING Advising a group of 25 banks and financial institutions (CDR Lenders) with ICICI Bank Limited as the Monitoring Institution in relation to the restructuring of Hindustan Construction Company Limited s debt obligations under the corporate debt restructuring (CDR) forum. Emmar MGF Land Limited, a leading real estate developer in India, on the restructuring of various convertible and redeemable securities issued to foreign investors. SHARE Microfin Limited and Asmitha Microfin Limited in restructuring of their debt portfolios. Both SHARE and Asmitha NBFCs engaged in the Micro-finance sector in India with their primary business in the state of Andhra Pradesh. Debt investors in restructuring of GTL s debt under the CDR scheme. Barclays Bank Plc in restructuring the debt of Prakash Industries Limited by providing an INR 2 billion facility. Shriram Group on the acquisition of Vishal Retail's front end assets and business as part of the CDR scheme between Vishal Retail and its lenders. Citibank Special Situations Group in India with regard to the sale of assets to various buyers. Schroeder Fund in relation to the issue of debentures in the course of the financial reconstruction of EPC Industrie Limited. ADM Capital in restructuring the debt of Kitply Industries Limited under the CDR scheme. Citigroup in restructuring the debt of Rain Industries Limited under the CDR Scheme issued by the Reserve Bank of India in respect of its stressed and non-performing assets. Goldman Sachs in relation to restructuring FCCBs and subsequently advising them on exiting FCCBs and investing in other securities of Spice Jet. Goldman Sachs in restructuring its FCCB investments in Gati Limited. Asset Reconstruction Company of India Limited in conducting due diligence of stressed financial assets to be acquired under the provisions of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, Standard Chartered Bank on the due diligence and evaluation of various portfolios of distressed assets being considered for acquisition by multiple bidders. ADVISORY, REGULATORY AND M&A IN THE FINANCIAL SERVICES SECTOR Standard Chartered Bank in relation to the acquisition of (i) Morgan Stanley s non-institutional wealth management business in India; (ii) the credit card business of Barclays India; and (iii) the retail loan portfolio of Barclays India. Bank of America Corporation and Merrill Lynch & Co., Inc., and their respective subsidiaries and affiliates, on the Indian law aspects of the merger of the two groups. Nomura and its Indian subsidiaries on the Indian law aspects of Nomura s acquisition of the business and assets of Lehman Brothers. Standard Chartered Bank on Indian law aspects (i) for the proposed purchase of RBS s retail and commercial banking business in Asia; (ii) in its bid for purchasing Deutsche Bank's credit card portfolio in India; and (iii) proposed acquisition of the assets of ABN AMRO Bank in India.

13 Structured Finance and Securitisation Law Firm of the Year India Business Law Journal, Indian Law Firm Awards 2012

14 Citibank, N.A., in connection with the sale of a large portfolio of Indian investments managed by Citi s special situations group. Asian Development Bank on legal issues relating to its Rural Finance Sector Restructuring and Development Technical Assistance initiated by the Asian Development Bank in support of the Government of India s goal of rural poverty reduction and income expansion through increased access to sustainable rural financial services. SYNDICATED LOANS, PRIVATE PLACEMENT OF DEBT NOTES AND EXTERNAL COMMERCIAL BORROWINGS (ECBs) Standard Chartered Bank and Export-Import Bank of Korea for providing three ECB facilities aggregating to USD 500 million to POSCO Maharashtra Steel Private Limited for investment and construction of the cold-rolled coils and full hard coil facility and electrical steel manufacturing project in Raigad, Maharashtra. Axis Bank Limited in connection with a USD 96.5 million facility provided for financing the redemption of FCCBs issued by Orchid Chemicals & Pharmaceuticals Limited to certain foreign investors. Citibank N.A led consortium in India s first cross-border leveraged recapitalisation transaction on a USD 560 million syndicated term loan facility provided to Ballarpur Paper Holdings B.V. A syndicate of lenders in the bridge financing and subsequent long term refinancing of approximately INR 49 billion (arranged by DSP Merrill Lynch Limited) to four Indian subsidiaries of Qualcomm Inc. in relation to the purchase of Broadband Wireless Access spectrum in four states further to an auction conducted by the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India. Sumitomo Mitsui Banking Corporation in relation to its financing to India Infrastructure Finance Company Limited for onward financing of the construction and operation of 2 x MW coal based thermal power plant in Karnataka by Udupi Power Corporation Limited guaranteed by Japan Bank for International Corporation and the Government of India. Japan Bank for International Cooperation in relation to its financing to India Infrastructure Finance Company for projects to be undertaken by Delhi-Mumbai Industrial Corridor Development Corporation guaranteed by the Government of India. Natixis, Singapore Branch (in its capacity as the Agent) as Indian legal advisers in relation to a multi-tranche dual currency syndicated term loan facility to ICICI Bank Limited up to an aggregate amount of USD 1.5 billion. Citigroup and NEXI in relation to a USD 65 million equivalent Japanese Yen term loan to Asahi India Glass Company Limited for the construction of a float glass factory in Uttaranchal, India. International Finance Corporation in relation to its debt cum equity financing of Gujarat State Petronet Limited to finance construction of new pipelines and existing pipeline projects in the state of Gujarat. Bank of America in relation to a USD 500 million debt issuance programme by ICICI Bank Limited. Bank of America Securities Asia Limited (in its capacity as a Mandated Lead Arranger) in relation to a USD 100 million term loan granted by Bank of America, N.A. to Bharti Airtel Limited.

15 Credit Suisse and other counter guarantors on the credit support provided by them in connection with the GBP 680 million availed by Land Rover and guaranteed by Jaguar Cars Limited from the European Investment Bank. Citibank as Indian legal counsels in relation to their ECB transactions with Indian customers which involved review of facility documents from an Indian law perspective, rendering of opinions on enforceability of facility documents and rendering advice on creation of security interest in India. Acting as transaction legal counsel in connection with a floating rate securitisation issuance aggregating approximately INR 3.5 billion with the underlying pool being asset- backed receivables originated by Tata Motors Limited. SECURITISATION Citibank in devising and implementing India s first revolving securitisation for working capital loans. Citibank N.A. in its capacity as structurer and sole arranger and Citicorp Capital Markets Limited as the distribution and placement agent in Shriram Transport Finance Company s INR 1.34 billion asset backed securitisation programme. Acting as transaction legal counsel in connection with a floating rate securitisation issuance aggregating approximately INR 600 million. The pool comprised of receivables originated by UTI Bank Limited from its portfolio of personal loans.

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17 KEY CONTACTS KARAN SINGH Partner Mumbai Tel AMEYA KHANDGE Partner Mumbai Tel SRINIVAS PARTHASARATHY Partner Mumbai Tel NISHANT PARIKH Partner Mumbai Tel SAURABH BHASIN Partner Delhi Tel

18 A pragmatic firm that is very strong in its banking domain knowledge. Chambers Asia-Pacific 2012 Trilegal is a 'truly outstanding outfit' and is recommended for its 'excellent industry knowledge'. Asia-Pacific Legal

19 Trilegal DELHI A-38, Kailash Colony New Delhi India T BANGALORE The Residency 7th Floor, 133/1, Residency Road Bangalore India T MUMBAI One Indiabulls Centre 14th Floor, Tower One Elphinstone Road Mumbai India T HYDERABAD Jubilee Square 4th Floor, Road No. 36 Jubilee Hills Hyderabad India T