Pakistan

KABRAJI & TALIBUDDIN is a full-service law firm, actively involved in Aircraft Finance, Aviation Law, Banking and Finance, Corporate and Commercial, Domestic and International Arbitration, Inward foreign Direct Investment, Litigation, Mergers and Acquisitions, Projects and Project Finance, Real Estate Development and Telecommunications.

The firm is recognised as a pioneer in the field of aviation finance and leasing, possessing extensive experience in advising leading stakeholders in the aviation industry on aircraft purchases and securitization amongst other matters. We guide our clients through various regulatory requirements by liaising with the Pakistan Civil Aviation Authority to ensure the smooth operation and completion of transactions, including the completion and filing of key security documents.

The firm’s senior partner, Kairas N. Kabraji was the main author of the Implementation Rules of 2004 which incorporated the Cape Town Convention into the domestic law of Pakistan. Further, the firm actively participates in discussions with the Aviation Working Group for the development of policies, laws and regulations that facilitate advanced international aviation financing and leasing. We have well established reputation in all aspects of Aircraft Finance and Aviation Law including advising on aircraft sale and purchase (including aircraft objects), aircraft and engine financing, aircraft registration and de-registration, liens and security documentation, repossession of aircrafts, aviation regulatory matters, aviation insurance and re-insurance issues, aviation accident claims, cargo claims and litigation matters relating thereto.

Mr Kabraji has been involved in virtually all major aircraft financing transactions (including leases and sub-leases) in Pakistan since 1976. The firm’s current aviation practice is actively led by Syed Ali Bin Maaz as a partner who also has extensive experience in all areas of international aviation financing and leasing.

The firm has acted in international arbitration as well as domestic litigation disputes arising out of, inter alia, airport construction contracts and are actively engaged in claims arising out of aviation accidents, passenger and cargo claims including litigation in which we represent airlines and insurers in respect of the aforesaid.

NOTABLE AVIATION EXPERIENCE

• Acting for and advising a consortium of international banks in relation to the financing of the new terminal at Lahore international airport including a multi-currency financing supported by export credit agencies and a local currency facility;
• Acting for Lloyds underwriters, handling legal liability claims arising from three major international aviation accidents affecting Pakistan including multi-jurisdictional litigation;
• Acting for Citigroup in relation to the financing of pre-delivery payments for three new Boeing 777-200 Aircraft, for Pakistan International Airlines Corporation including a short term facility and an Islamic financing (Ijar’a);
• Acting for Export-Import Bank of the United States in relation to the long term financing of eight new Boeing 777-200 Aircraft for Pakistan International Airlines Corporation;
• Acting for Boeing and Export-Import Bank of the United States in connection with the preparation of the domestic legislation in Pakistan implementing the Cape Town Convention and Aircraft Protocol including the implementing rules, the accession instrument and the declarations required by the Convention;
• Acting for Citigroup in relation to the French and Italian Export Credit supported financing of new ATR aircraft for Pakistan International Airlines Corporation Limited;
• Acting for and advising a US client in connection with the Instalment Sale and on-lease of three Boeing-737 Aircraft to a Pakistani operator;
• Acting for United States Ex-Im Bank and ICICE/Citibank in relation to a US$150 million facility to fund an engine refurbishment contract entered into with General Electric by Pakistan International Airlines Corporation;
• Acting for Airbus in connection with the sale and financing of an Airbus A-321 aircraft to Air Blue;
• Acting for the Civil Aviation Authority in a multi-million dollar claim brought by the French contractor of a terminal building at Quaid-e-Azam international airport, Karachi, including international arbitration and domestic litigation;
• Acting for Boeing Commercial Airplane Corporation in relation to civil litigation in Pakistan;
• Acting for ING Lease b.v. in relation to the recovery of an aircraft leased to a local courier company;
• Acting for the Rolls-Royce Group plc in fatal accident claims arising out of the crash of a PIA operated Fokker aircraft;
• Conducting cases on behalf of airline clients and their insurers, including Thai Airways International and Etihad Airways, in relation to carriage by air of passengers and cargo;
• Worked on a transaction involving sale of six A320 aircrafts from BAC to IAM and their onward lease to PIA;
• Working for European Airbus ECAs (led by Euler Hermes) and Crédit Agricole Corporate and Investment Bank and Deutsche Pfandbriefbank AG, Paris Branch (as ECA lenders) and OJSC VEB-Leasing on a matter in relation to the sub-lease of four airbus A321 aircrafts to Airblue Limited, a private Pakistani airline operator;
• Advising Engine Lease Finance Corporation on the legal framework for engine finance and other aircraft objects in Pakistan;
• Advising the Aviation Working Group on the implementation of international and domestic aviation laws;
• Acting for Apollo Aviation Management Limited, AerCap Ireland Limited and lenders as local counsel in relation to the novation of an aircraft lease for AASET 2016 and AASET 2017 transactions;
• Advising Aergo Capital Holdings Limited in conjunction with Clifford Chance in a new aircraft portfolio transaction by indirectly acquiring aircrafts subject to existing contracted operating leases with Pakistan International Airlines Corporation Limited and Shaheen Air International Limited;
• Advising Macquarie AirFinance and Macquarie Aircraft Leasing Services (US) Inc on behalf of Wells Fargo Bank Northwest, National Association in relation to the lease of one Boeing 777 aircraft to Pakistan International Airlines Corporation Limited;
• Advising Aircastle in conjunction with Norton Rose Fulbright LLP in relation to the lease novation agreement in respect of one Airbus A330-203 aircraft on lease with Shaheen Air International Limited;
• Advising Whitney Ireland Leasing Limited in conjunction with Milbank in relation to the lease novation agreement of one Airbus A330-203 aircraft on lease with Shaheen Air International Limited;
• Advising Aviation Capital Group in respect of the wet lease of three Airbus A320 aircrafts from Vietjet Aviation Joint Stock Company to AirBlue Limited;
• Advising BBAM Limited Partnership in conjunction with Vedder Price in relation the lease of one Airbus A320-200 aircraft and one engine;
• Advising AerCap in conjunction with Norton Rose Fulbright LLP in relation to the release of security for repayment of ECA loans in respect of two Airbus A320-200 aircrafts on sublease to Shaheen Air International Limited;
• Assisting BBAM Limited Partnership in conjunction with Clifford Chance (New York) in an aircraft sale transaction leased to airlines in Pakistan, to a newly formed entity responsible to finance the acquisition;
• Acting for AerCap, Aircastle, Apollo Aviation Group and Aergo Capital in relation to the deregistration and export of an aircraft on lease/sublease with Shaheen Air International Limited by enforcing the irrevocable deregistration and export request authorisation;
• Acting for both the buyer and the seller, Avenue Capital Management II, LP and AerCap in relation to the asset transfer/sale of an aircraft on lease with Pakistan International Airlines Corporation Limited following novation;
• Acting for AerCap in relation to the novation of an aircraft on lease with Shaheen Air International Limited;
• Acting for Bombardier Aerospace Corporation in conjunction with Vision Jets Limited relating to airframe and engines operated by Princely Jets (Private) Limited;
• Assisting DC Aviation Al-Futtaim LLC, part of the larger Germany-headquartered DC Aviation Group in relation to foreign operators flying privately registered aircrafts within Pakistan;
• Co-authored (i) the International Comparative Legal Guide to: Aviation Law 2020, Pakistan Chapter and (ii); the Guide on World Drone Regulations published by L2b Aviation, Pakistan chapter;
• Routinely acting as Pakistan counsel for the International Air Transport Association (IATA) in high-volume and high-value commercial litigation, arbitration, and regulatory matters across Pakistan;
• Routinely acting for Thai Airways and Etihad Airways for high-volume and high-value passenger and cargo claims in Pakistan (over 35 matters in the last decade) including claims arising out of the India-Pakistan conflict in 2019, and general corporate matters;
• Acting for Virgin Atlantic Airways and British Airways in passenger claims litigation in Pakistan;
• Acting for and advising Royal Jordanian plc as Pakistan counsel in a dispute under LCIA arbitration arising out of a wet lease agreement for its aircrafts; enforcement of the arbitral award under the New York Convention; and advising on dealing with the Pakistan Civil Aviation Authority in relation to air transport and payment related matters;
• Advising Airbus and its insurers, Allianz Global in relation to the Pakistan International Airlines crash in May 2020;
• Advising and acting for the Pakistan Civil Aviation Authority in connection with the design and construction contracts for the Islamabad International Airport, and litigation relating to the construction of the Thar airport in Sindh and other matters;
• Advised the Civil Aviation Authority in relation to commercial matters, including the procurement of processing services for national and international airports in Pakistan, and assisted in various litigation matters;
• Advising Engine Lease Finance Corporation on the legal framework for engine finance and other aircraft objects;
• Advising the Aviation Working Group on the implementation of international and domestic aviation laws;
• Advising Carlyle Aviation Management in relation to the lease novation agreement of three (3) Airbus A330-200 aircraft on lease with Serene Air (Private) Limited;
• Acting for BOC Aviation and owner as local counsel in relation to the lease of two (2) Airbus A320-200 aircrafts to Air Sial Limited;
• Worked on a transaction involving the structuring of Islamic finance through sale and distribution of airline ticket vouchers in accordance with the terms of the transaction documents for the benefit of PIA for refurbishment of aircraft engines for Abu Dhabi Islamic Bank PJSC (ICIEC Guaranteed) Financing;
• Worked on a matter related to a jurisdiction questionnaire for aviation industry in Pakistan and advising on a lease agreement with PIA and rendering a legal opinion to the clients, Nordic Aviation Capital Pte Ltd;
• Annually updating the Pillsbury World Aircraft Repossession Index for Pakistan organised by Pillsbury Winthrop Shaw Pittman LLP; and
• Regularly discussing developments in the aviation industry with the Aviation Working Group.

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