The Transportation Merchant Bank

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Index A Brief Overview of AMA Representative Completed Transactions Staff Biographies

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A Brief Overview of AMA

AMA Capital Partners brings a unique set of services and skills to shipping and domestic transportation industry leaders

AMA Capital Partners in brief…

• Established in 1987, AMA is the only merchant banking firm in the U.S. exclusively focused on the maritime and domestic transport industries • AMA is staffed by thirteen banking professionals, who on a combined basis have over 160 years of experience in the maritime and transportation industries • AMA offers Capital Raising , M&A, Strategic and Restructuring Advisory Services, plus Principal Investing Activities • Offices in New York, Los Angeles and Oslo • AMA’s professionals sit on multiple boards including publicly listed Ship Finance International, General Maritime, Double Hull Tankers, Seaspan and TBS International as well as The Seamen’s Church Institute

AMA delivers…

• An unparalleled global information network • Pro-active counsel based on long term relationships • A unique ability to bridge the worlds of transportation and Wall Street • Access to a variety of capital sources, including senior and subordinated debt, lease equity, private equity and hedge funds 3

Our focus

• AMA believes that all efforts – from advisory to principal investing – start with a deep understanding of the underlying industry • Our focus is on the operating companies and assets within the transport chain, coupled with knowledge of the markets and specific environments in which they operate • Our services are focused on maximizing value for our clients and partners within this context through   Principal investing through ACP funds.

Advisory services  M&A  Capital Raising  Strategy  Restructuring 4

Representative Transactions

Mergers & Acquisitions

Navale Française S.A

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Selected recent transactions…

SFL $280m Advised this public company on the purchase and leaseback of five 2,500 TEU newbuildings Eitzen Group $360m Advised the publicly listed Norwegian company on its acquisitions of the French tanker company Navale Francaise Eitzen Group Golden Ocean (Private) Cruiseinvest Oceania Sealift Clipper $415m $125m $405m $44m (Private) Advised Eitzen on the further acquisition of Fouquet Sacop Advised this Norwegian owner on the acquisition of five panamax bareboat charters Sold vessel to Spanish tour operator as part of restructuring Acquisition of three cruisehips Secured long term employment for three U.S. flag container vessels Advised the client on the purchase of Lasco, a Portland based bulk operator General Maritime $415m Advised on acquisition of Soponata S.A.

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Capital Raising

Kansas City Southern Railroad Multiple transactions including arranging the bridge and long-term financing for 30 SD70ACe locomotives as well as arranging the long-term leveraged lease financing for 73 newly acquired SD70MAC locomotives.

Overseas Shipholding Group Multiple transactions including $175million off-balance sheet lease and $350million working capital facility and a $65 million KG tax financing Samsung Heavy Ind.

Structured and arranged an $85 million working capital financing OVERSEAS SHIPHOLDING GROUP $60,500,000 Sale and timecharter back of VLCC M.T. Meridian Lion With Arranger and Advisor American Marine Advisors Inc., June 2003 P&O Lasco Raised mezzanine loan used in a UK tax-lease for two newbuilding container vessels Financial advisor to Lasco Shipping Co. on its $116m sale and leaseback of seven Panamax bulkers to Norwegian KS and German KG limited partnerships 7

Strategic Advisory Services

C RUISE I NVEST LLC

Cruiseinvest (Renaissance cruise) Retained by Cruiseinvest – which is backed by Calyon and Alstom – to help achieve the greatest long term value for the ships possible in a distressed market – helping build the new cruise line Oceania I.M.Skaugen

Retained by the company to advise it on strategic matters and to find a partner for a fleet renewal program MARAD (U.S. Maritime Administration) Retained to advise on the disposition of three cruise ships Quintana Maritime European Client Advised company and provided fairness opinion on newbuilding transaction with insider shareholders Retained to advise this niche general cargo company on the value of its business and its strategic options, as well as help negotiate partnership issues 8

Restructuring troubled companies

Enterprises Shipping

$175m

Advised the bondholders in restructuring $175 million bond issue – achieved an average 61 percent improvement for the bondholders from time retained

has sold substantially all of their riverboat assets and business in a Section 363 sale to DELAWARE NORTH COMPANIES, INC. for $80,900,000

American Marine Advisors, Inc. served as financial advisors to the debtors in the sale of the Company

American Commercial Lines

$300m

Advised the company on the restructuring of high yield bond as well as their secured bank debt Golden Ocean Global Ocean Carriers Ltd.

AMCV

$1800m

Advised the bondholders in restructuring $1.8 billion of bond debt – achieved an average return of 280 percent for the bondholders

$120m

Led negotiations on behalf of the majority bondholders and creditors committee – achieved an average 130 to 170 percent return for the bondholders

$81m

Sold the Delta Queen Steamship operation out of the bankrupt AMCV corporation 9

Principal Investor

ACP Fund III, LLC $100 million investment fund established in 2007. Fund is open for investments in maritime and transportation assets and businesses ACP Fund II, LLC ACP Fund I, LLC AMA Shipping Fund I, LLC Fund established in 2007. Fund acquired Chembulk, an Owner and operator of a fleet, including ships on order, of 19 high specification chemical carriers $100 million investment fund established in 2005 to invest in maritime and transportation industries. Deals done to date: - Purchase of the PLM general partnership interests - Funded acquisition of 4 containerships $ 45 million investment fund established in January 2000 to acquire “blue water” ships. Fund partners were NIB Capital and GATX. The fund closed, with a net IRR to shareholders in excess of 20% 10

Staff Biographies

Staff Biographies – AMA New York

Paul M. Leand, Jr. – Managing Director & Chief Executive Officer

Paul joined the Company in 1998 and became CEO of AMA at the beginning of 2004. After joining AMA, he led the development of AMA’s restructuring practice, helping AMA earn its position as the pre-eminent maritime restructuring advisor for both creditors and companies alike. He has been involved in the restructuring of numerous high yield issues including Golden Ocean, ACL, Global Ocean, Pegasus and Enterprises, giving AMA an approximate 70% market share in maritime restructuring assignments from 2000-2004 and helping earn Marine Money’s “Merchant Bank of the Year” honors in 2000 and “Restructuring of the Year” honors in 2002.

Paul has been most recently focused on mergers and acquisitions, leading AMA’s recent executions for SFL (buy side), Clipper (buy side), Genmar (buy side), Attransco (sell side) and ACL (sell side). Paul also has extensive experience in structuring leasing and debt facilities. Prior to joining AMA, he worked at The First National Bank of Maryland. Over a nine year period, Paul managed the Bank’s Railroad Division and, later, its International Maritime Division.

Paul holds a BS/BA from Boston University’s School of Management and is a Director of the NYSE listed Ship Finance International Limited.

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Staff Biographies…

James G. Dolphin – Managing Director

Jim joined AMA in 2001. At AMA, he has been actively engaged in M&A, strategy and restructuring efforts.

Jim was heavily involved in the creation of the new cruise line Oceania out of the remnants of the Renaissance Cruises fleet and has also spearheaded much of the firm’s strategic advisory work for major shipowner clients. Most recently Jim was involved in the sale of Attransco’s stake in the Danish shipping company D/S Norden.

Prior to joining AMA, Jim led the global maritime management consulting practice at Booz Allen Hamilton. He has served a wide range of clients including large independent owners, liner companies, oil majors and other global resource companies, railroads, ports and maritime service companies. Jim previously worked as a commercial banker specializing in shipping and holds a BA from Rice University. He is a a member of the Board of Trustees of The Seaman’s Church Institute.

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Staff Biographies…

Peter Shaerf – Managing Director

Peter joined AMA in 2002. Peter started in the industry over 30 years ago and has worked extensively as a broker of container and dry cargo vessels through a company he founded, The Commonwealth Group. He also operated a small Caribbean liner service while working for a firm of British shipowners. He also has extensive experience in vessel valuations.

Immediately prior to joining AMA he was a co-founder of Poseidon Capital, a specialist maritime “boutique.” At AMA he has continued developing relationships in the capital markets where he has worked primarily advising hedge funds and investors on a variety of maritime investments in both equity and distressed debt. He is a Director of General Maritime Corp (NYSE), Seaspan Corporation (NYSE), and TBS International (NASDAQ). Peter is a Director of The New York Maritime Association (“NYMAR”) and Vice-Chairman of the Government sponsored Short Sea Shipping Co operative (“SCOOP”) and a member of the Maritime Law Association.

He holds a BA in international business law from London Metropolitan University.

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Staff Biographies…

Rick Brock – Chief Financial Officer

Rick joined AMA in 2005 and became CFO in 2007. After joining AMA, he managed the disposition of the $250.0 million in transportation equipment owned by the four equipment leasing funds that AMA purchased in 2005.

Prior to joining AMA, Rick was the Chief Financial Officer of PLM International Inc., an equipment leasing company specializing in the transportation and related equipment.. At PLM, he focused on debt raising activities for the company raising over $100.0 million. He also managed the public reporting for 17 entities. He was heavily involved in the development and sale of PLM’s trailer rental and commercial and industrial leasing operations as well as the sale of PLM to a group of private investors. From 1988-1991, Rick was with Learning Tree International, a technical education company, From 1986-1988, he was with Pameco-Aire, a wholesale distributor of refrigeration equipment as the Assistant Controller. Prior to 1986, he was with the accounting firm of Arthur Andersen & Co. Rick holds a BS in Accounting from Santa Clara University.

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Staff Biographies…

Jens Birkmann – Director

Jens joined AMA in 2003. Prior to joining AMA, Jens worked in the M&A group of Credit Suisse First Boston in London. At AMA, he has been actively engaged in multiple M&A advisory assignments including the purchase of Fouquet Sacop by the Eitzen Group, He has also been especially active in the execution of transactions for ACP Fund I and ACP Fund II including the acquisition and sale of PLM Funds and the acquisition of Chembulk He has a Bachelor’s degree from the Sorbonne in Paris and an MBA from Wharton. He is fluent in English, French and German.

Marius Halvorsen – Director

Marius joined AMA in 2006. Prior to joining AMA, Marius worked six years for Goldman Sachs Equity Division in London, where he focused on the shipping and energy sector. Prior to Goldman Sachs he worked for Lorentzen & Stemoco’s Sale & Purchase division in Norway. Marius started his career in Singapore working for offshore broker Jan Sundt, specializing in sale and purchase of drilling rigs and offshore services. He holds a BSc from University of Phoenix, and an MSc from Cass Business School in London .

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Staff Biographies…

David E. Orth – Director

David joined AMA in 2006. His experience spans M&A advisory services for multi-national corporations to executing principal investments and contributing ongoing strategic advisory roles with rapidly growing portfolio companies. David previously worked at BOVARO Partners, a merchant banking firm focused on the energy industry. Prior to that he worked at Bear, Stearns' Mezzanine Capital Group, First Dominion Capital, and Schroders plc in New York. David holds a B.S. in Business Administration from Washington & Lee University.

Gordon Agress – Associate

Gordon joined AMA in 2004 after working for JP Morgan and UBS Warburg. He has executed a variety of sell-side M&A and fairness opinion assignments, and raised capital in the public debt, bank debt, equity-linked and project finance markets. Gordon holds an MBA from The University of Chicago and a BA from Wesleyan University 17

Staff Biographies

Burkan Beyli – Associate

Prior to joining AMA in 2006 , Burkan, a Turkish national, worked for a well-established shipping company in Turkey working on the financing side of the business. Burkan has an MBA from the Wharton School and also holds a Master of Science and a dual Bachelors degree in engineering from Stevens Institute of Technology

Zach Chandis – Associate

Zach joined AMA in 2007 from Goldman Sachs Specialty Lending Group in Dallas, Texas where he was providing corporate loans to middle-market companies. He also interned at Bunker Hill Capital, a Boston-based private equity firm investing in middle market companies. A Texas native, Zach graduated in 2005 with a BA from Harvard University

Matthew McAfee – Associate

Matthew joined AMA in 2007 having interned with Simpson Spence & Young in London, training in the Sale and Purchase and Research departments. Matthew was born and raised in Hong Kong and holds dual Hong Kong and American citizenship. He graduated in 2006 with a BA from Trinity College in Hartford, Connecticut

Tom Goodrich - Associate

Tom joined AMA in 2007 after working for Citigroup and ORIX Finance in both principal investing and financing capacities. He has invested capital as part of a middle market special situations team, executed a variety of advisory mandates, and raised funds in the public debt, bank debt, and project finance markets working primarily for energy and infrastructure companies. Tom holds a BSBA from The University of Richmond.

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Staff Biographies – AMA Oslo

Rolf A. Wikborg – Managing Director AMA Norway AS

Rolf was a co-founder of AMA in 1987, and now heads AMA Norway after opening that office in 2002. Prior to AMA, Rolf was the Managing Director of Fearnleys, Mexico. Rolf has a strong brokerage background most especially on the sale and purchase and newbuilding side of the business. He started with Fearnleys in 1983 in the Project Department buying and selling second hand tonnage as well as being involved in new ship construction contracts. Rolf has extensive experience in all aspects of the industry and has represented clients in the bulk, tanker, reefer, cruise, chemical and container sectors. Rolf is a board member of NYSE listed Double Hull Tankers and is an officer in the Royal Norwegian Navy. He holds a BSc in Management Sciences from UMIST, England and M.I.C. from Oslo in International Maritime and Insurance Law.

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AMA Capital Partners LLC 405 Lexington Avenue, 67 th Floor 10100 Santa Monica Boulevard, Suite 1775 New York, N.Y., 10174 Phone: (212) 682-3344 Fax: (212) 682-3464 Los Angeles, CA., 90067 Phone: (310) 556-4100 Fax: (310) 556-4101 Direct Dial Mobile E-mail

Gordon Agress Burkan Beyli Jens Birkmann Rick Brock Zach Chandis Jim Dolphin Tom Goodrich Marius Halvorsen Paul Leand Matthew McAfee David Orth Peter Shaerf Rolf Wikborg (212) 682 2190 (917) 620 3402 [email protected]

(212) 682 7549 (917) 455 9864 (212) 682 6709 (917) 293 9462 (310) 556 4105 (619) 980-9534 [email protected] [email protected]

[email protected]

(212) 682 7533 (973) 462 0985 (212) 682 2526 (646) 552 1192 (310) 556 4103 (310) 880-2663 (212) 682 4634 (917) 498 0896 [email protected] [email protected] [email protected]

[email protected] (212) 682 2310 (917) 442 2300 [email protected]

(212) 682 2546 (646) 742 7311 [email protected]

(212) 682 4660 (917) 450 0813 [email protected]

(212) 682 2480 (646) 623 5333 +47 22 403050 +47 48 400 240 [email protected]

[email protected]

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