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Amanda L. Darling

Foreign Legal Consultant
+1.843.579.5670
Fax +1.843.579.5601
+1.212.536.3900
Fax +1.212.536.3901

Ms. Darling is a foreign legal consultant in the firm’s Charleston office. For the past nine years Ms. Darling’s practice has focused on asset and project finance (with an emphasis on aircraft and shipping). Ms. Darling has represented a broad range of clients such as leasing companies, trading houses, airlines, shipping companies, borrowers, international banks and financial institutions and has a wealth of experience working on cross-border transactions. Prior to moving to the United States, Ms. Darling worked in asset finance teams at international law firms in London, Singapore and Tokyo.

Ms. Darling may render professional legal advice on the law of England and Wales. However she may not render advice with respect to the law of the State of California, State of New York, State of South Carolina, any other state of the United States, the District of Columbia, United States.

Ms. Darling is registered with the State Bar of California as a Foreign Legal Consultant.

Professional Background

Prior to joining K&L Gates, Ms. Darling worked in the Asset Finance and Project Finance practices of global law firms in Tokyo, Singapore, and London. She has experience drafting, negotiating, and reviewing documentation in connection with financing, security, intercreditor arrangements, shipbuilding contracts, charters, O&M contracts, portfolio purchases, and leasing in support of the aviation and shipping industries. She also has experience assisting lenders, lessors, lessees, owners, airlines, shipping companies, and energy providers on a range of financing, leasing, and restructuring transactions.

Achievements

  • Listed as a “Rising Star” in 2017 by AirFinance Journal

Professional/Civic Activities

  • Queensland Law Society
  • Law Institute of Victoria
  • England and Wales Law Society

Aviation

  • Represented Tokyo Century Corporation (formerly Tokyo Century Leasing Corporation) (“TCC”) in their capacity as a bidder in relation to the purchase of the aircraft-leasing business of CIT Group (“CIT”), the CIT fleet includes in excess of 350 commercial aircraft. We completed due diligence on both the lease and loan portfolio including the provision of a detailed due diligence report with a summary of our findings. The portfolio is estimated to be worth US$10 billion.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of DVB and KKR. The syndicate of senior lenders were lead by BNP Paribas, Paris. The portfolio comprises aircraft on lease to the following airlines: Norwegian Air International, Westjet, Air Europa, KLM, Air France, Nouvelair, Aerolineas Argentinas, Aegean, Free Bird, T’Way, Garuda Indonesia, Finnair, Air Berlin, Air Transat, Royal Jordanian, SwissAir, Brussels Airlines, Boliviana, Xiamen Airlines, P.T. Sriwijaya Air, Comair, Iberia, TAME, Air Asia, Jet2.com, VECA, Hainan Airlines, and EuroAtlantic.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of Magnetar. The syndicate of senior lenders were lead by BNP Paribas, Paris. The portfolio comprises aircraft on lease to the following airlines: Air France, Etihad, Air Seychelles, Air Berlin, and Emirates. 
  • Represented a syndicate of lenders, led by BNP Paribas, Singapore for the JOLCO financing of three (3) A320 Aircraft to ICBC Leasing on long-term lease to the Garuda Indonesia group.
  • Represented a Chinese based company to purchase, finance and lease two (2) Airbus A330 aircraft on lease to China Airlines Limited. BNP Paribas, Singapore acted in the capacity of Senior Lender, Senior Swap Bank, Agent, and Security Trustee.
  • Represented a large Japanese corporate with respect to the purchase, finance, and JOLCO leasing of two (2) Boeing 737-800 aircraft on lease to China Southern Airlines. The syndicate of lenders was led by BNP Paribas, Tokyo who also acted in the capacities of Mandated Lead Arranger and Facility Agent and BNP Paribas, Singapore acted in the capacity of Security Trustee.
  • Represented BNP Paribas, Paris in the capacities of Security Trustee, Facility Agent, ECA Agent and French Lender; BNP Paribas, London in the capacity of British Lender, BNP Paribas, Frankfurt in the capacity of German Lender and BNP Paribas Bank & Trust Cayman Limited in the capacity of Trustee in relation to the termination, release, and unwind of the financing for one Airbus A340-600 aircraft on lease to China Eastern Airlines, with export credit backing.
  • Acted for TCC in relation to the refinancing of a mezzanine loan previously maintained as notes by the outgoing lender. The loan was made to a subsidiary of KV Aviation with respect to one Boeing 777-300ER aircraft operated by EVA Air.
  • Advised on the first senior, TCC, and mezzanine, Tokyo Century (USA) Inc. (“TCC USA”). The structure included senior debt from TCC mezzanine debt from TCC USA and subordinated debt from GA Telesis, LLC (“GAT”). The Aircraft was on lease to American Airlines.
  • Advised TCC and TCC USA on Multiple financing structures relating to Boeing Dreamliner spare part components on Lease to a prominent and established Airline Group from GAT and being used by LOT Airlines, Air New Zealand, Virgin Atlantic, Kenyan Airlines, Xiamen Airlines, Vietnam Airlines, and Thai Airways. The transaction involved a Sale and Leaseback Agreement between GAT (UK), GAT, and the Airline Group.
  • Advised on the following transactions representing TCC and TCC USA:
  • Engine Financing and Leasing with Air Canada (utilizing the TCC/TCC (USA)/GAT structure) including the unwind and release of the financing.
  • Financing an Aircraft on Lease to SAS using an alternate structure - TCC and GAIN Leasing and the subsequent sale of the Aircraft to SAS.
  • Financing two Aircraft owned by MCAP on Lease to Air New Zealand using the TCC, GAIN Leasing structure and the subsequent sale of the two (2) Aircraft to Air New Zealand.
  • Restructuring senior, mezzanine and subordinated financing arrangements in relation to two (2) Boeing 757-200 aircraft on lease to United and the subsequent sale of the two (2) Aircraft.
  • Acted for Sumitomo Mitsui Finance and Leasing Company, Ltd. in relation to the JOLCO purchase and financing of two (2) Boeing B787-9 aircraft, on lease to British Airways.
  • Acted for Sumitomo Mitsui Finance and Leasing Company, Ltd. in relation to the JOLCO purchase and financing of nine (9) Boeing aircraft, on lease to Deutsche Lufthansa AG.
  • Assisted Sumitomo Mitsui Trust Bank, Ltd. with the financing and security arrangements in relation to (1) one Boeing 777-300 aircraft on long-term lease to Emirates.
  • Assisted Nissen Kaiun Co., Ltd. with the sale of two (2) Boeing 737-800 aircraft to AirCastle on long-term lease to TUI Travel Aviation Finance Limited.
  • Assisted Nissen Kaiun Co., Ltd. with the purchase and financing of two (2) Boeing 777-300 aircraft on long-term lease to Emirates.
  • Assisted Soken Corporation Co., Ltd. with the purchase and financing of one (1) Boeing 737-800 aircraft from SMBC Aviation Capital on long-term lease to Norwegian Air International.
  • Assisted SMBC with the financing of one (1) Boeing 737-800 aircraft on lease to KLM Royal Dutch Airlines.
  • Assisted Toyoko Tochi Tatemono Co., Ltd. with the purchase and financing of one (1) Boeing 737-800 aircraft on long-term lease to Panama-based Copa Airlines.
  • Acting for Deutsche Bank in relation to the JOLCO financing of two (2) Boeing 737-800 aircraft bearing on lease to a subsidiary of Financial Products Group and on sub-lease to TUIfly GmbH.
  • Assisted Sumitomo Mitsui Banking Corporation with the financing and security arrangements in relation to one (1) Airbus A320-200 aircraft purchased by a Japanese corporate. The aircraft is on long-term lease to Spirit Airlines.
  • Acting for Deutsche Bank AG in relation to the JOLCO finance of two (2) Boeing 737-800 aircraft on lease to a subsidiary of Financial Products Group and subleased to TUIFly GmbH.
  • Represented a Japanese based operating lessor in relation to two (2) JOLCOs involving Pegasus Airlines. This was the first JOLCO for Pegasus and was named “Aircraft Lessor JOLCO Deal of the Year” at the Global Transport Finance Awards in 2016.
  • Represented the owner/lessor of a Boeing 787-9 aircraft in respect of the first JOLCO financing for Virgin Atlantic Airlines.
  • Assisted Toyoko Tochi Tatemono Co., Ltd. with the purchase and financing of one Boeing 737-800 aircraft on long-term lease to Panama-based Copa Airlines.
  • Acted for Shunzan Kaiun Co., Ltd. in relation to the purchase and financing of two (2) Boeing 737-881 aircraft on lease to ANA.
  • Represented TCC in connection with its acquisition of one Airbus A320-200 aircraft on lease to Itochu and subleased to Iberia.
  • Assisted Sumitomo Mitsui Finance and Leasing Co., Ltd. in selling two Airbus A319-100 aircraft (on long-term lease to Iberia) to SASOF III in Ireland (managed by Apollo Aviation).
  • Advised on the engine finance and leasing transaction for three engines on lease to Onur Air. This utilized an adaptation of the SAS structure (CTL / CTL USA / GAIN Leasing).
  • Advised CIT on a transaction for a new Airbus A320 delivery in February 2015 for an Aircraft registered Japan and leased to Skymark. The transaction involved a SPA, Participation Agreement and a Conditional Sale Agreement in relation to the titleholder documentation to facilitate the Aircraft being registered in Japan with JCAB.
  • Represented Minsheng Commercial Aviation Limited with two (2) separate aircraft portfolio purchases across multiple jurisdictions, we provided support from the due diligence phase through to closing the sale and purchase and post-closing financing. One of the deals was named “China Deal of the Year” which was awarded by AirFinance Journal in 2014.
  • Represented as preferred Lender counsel to ANZ Bank, Commonwealth Bank of Australia, Development Bank of Japan, The Bank of Tokyo Mitsubishi for financing of A320s and ATR Aircraft to Air New Zealand under the JOLCO structure.
  • Represented a syndicate of lenders, led by BNP Paribas, Singapore for the JOLCO financing of three A320 Aircraft to ICBC Leasing on long-term lease to the Garuda Indonesia group, this transaction was awarded Global Transport Finance’s “Aircraft Leasing Deal of the Year 2014 - Asia”.
  • Assisted MCAP Europe with the financing of three (3) A320 Aircraft under the JOLCO structure on lease and sub-lease across the Asia Pacific region.
  • Acted for Chishima Real Estate Co., Ltd. on the purchase of one (1) Airbus A320-200, from Jackson Square Aviation, on lease to Wizz Air including the novation of the existing lease.
  • Assisted various Lessors (including: CIT Aerospace, ACG and Atlas Air) with initial preparations and restructuring/insolvency advice in relation to Skymark Airlines.

Shipping

  • Represented Seaspan International in a JOL financing of four (4) container vessels each on an eight year Time Charter to MOL.
  • Represented Yamasa Sangyo with the financing of a container vessel m.v. “OOCL KOREA” using a Japanese Operating Lease (JOL) structure on charter to Orient Overseas Container Line.
  • Advised established rig operating company Deepwater Drilling & Services Private Limited on all aspects of complex shareholder arrangements, including subscription agreements, put options and call options in relation to the various shareholding power and standing. Co-ordinating the private placement exercise for investment on the Norwegian stock exchange.
  • Advised DVB Group Merchant Bank (Asia) Limited, Singapore Branch on an exclusive shareholding arrangement whereby the Bank and the Borrower entered into a Joint Venture Agreement for the commissioning of a unique asset, m.v. “CSS ACCOMMODATOR”. 
  • Advised ABN AMRO Bank N.V., Singapore Branch on vessel financing for a global shipping company including registration of first, second and third priority mortgages, intercreditor arrangements and full security documentation in addition to Senior and Junior Financing the Borrower also sought out Sharia compliant Mudarabah loan.
  • Assisted Bangkok Bank Public Company Limited, Singapore Branch to restructure the parent company guarantees for Borrowers of the Bank.
  • Assisted senior lender DNB Nor Bank ASA and junior lender Alliance & Leicester Commercial Finance plc with respect to the financing of m.v.s “GOLAR FREEZE” and “GOLAR SPIRIT” to facilitate their conversion from LNG Carriers to Floating Storage and Regasification Units and the refinancing of m.v.s “GIMI” “HILLI”, “KHANNUR,” and “METHANE PRINCESS.”
  • Assisted Lloyds TSB Bank plc with a large shipping portfolio on the senior and junior financing and refinancing of a fleet of thirty (30) vessels owned by Nomis Shipping Limited.

Project Finance

  • Represented Kawasaki Kisen Kaisha and their joint venture partner Chubu Electric in the formation of a joint venture to acquire, own, operate and charter two (2) newbuild LNG ships and project financing of their acquisition. The representation included negotiating the Shipbuilding Contracts, negotiating and drafting the Bareboat Charter Agreements, Corporate Service Agreements, Ship Management Agreements, Technical Services Agreements, and the entire suite of financing documents including, but not limited to the Common Terms Agreement, Commercial Loan Agreement, JBIC Loan Agreement, Deeds of Covenant, Share Mortgages, Account Charges, and Insurance Assignments.
  • Assisted Mitsubishi Corporation and Imabari Shipbuilding Co. Ltd on a project in Spain including drafting and negotiating a joint venture agreement, shareholder agreement, and bareboat charter.
  • Represented a Japanese trading company in a joint venture with a Japanese constructor to purchase an LNG vessel from said constructor for charter to a Spanish utility.  Retained to complete the negotiation of project and finance documents for construction, chartering, management, ownership, and financing of the vessel.
  • Assisted Axis Bank Limited, Dubai Branch on a project finance facility for eight (8) hospitals at various locations around India. The facility agreement took account of the procurement, construction and management of the individual hospitals within the project as a whole.
  • Assisted Axis Bank Limited, Singapore Branch on a project finance facility for two (2) wind farms in India, one established and one yet to be implemented.