Leslie M. Mazza Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8245 F 212-728-9245

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Leslie M. Mazza is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Ms. Mazza represents borrowers and financial institutions in a wide variety of financing transactions with an emphasis in institutional private placements of debt; unsecured lending transactions and financings secured by a variety of collateral; structured finance; public and Rule 144A debt offerings; and debt restructurings and workouts.

• In the area of traditional private placements, including cross-border transactions, Ms. Mazza has represented institutional investors in financings on behalf of companies organized in Australia, Ireland, Italy, Japan, Luxembourg, the Netherlands, Northern Ireland, Sweden, Switzerland, the United Kingdom and the United States. Ms. Mazza has also represented institutional investors purchasing notes in leveraged and synthetic lease financings of a variety of assets including stamping presses, cogeneration facilities, oil tankers, phosphate reserves and Web hosting facilities.
  
  
• Representative engagements include:

- advising the institutional investors in connection with their purchases of:

$190,000,000 of senior notes issued by an asset management and financial planning firm;

$600,000,000 of senior notes issued by an engineering company based in the United Kingdom specializing in the aerospace, defense and energy markets;

$200,000,000 of guaranteed senior notes issued by an Italian manufacturer of concrete, construction aggregates and other building materials;

$900,000,000 of guaranteed senior notes issued by a United States diversified media company;

$100,000,000 of senior secured notes issued by an integrated services provider operating in the social housing, public sector and compliance markets in the United Kingdom;

$300,000,000 of senior secured notes in refinancings of pools of jet engines;

- advising a seniors housing and healthcare properties REIT in connection with its public offering of $400,000,000 of senior notes;

- advising the initial purchasers in connection with 144A offerings by a homebuilder and provider of financial services of $685,000,000 of its convertible senior notes and $250,000,000 of its senior notes;

- advising the institutional investors in connection with their purchase and subsequent restructuring of $380,000,000 of senior notes issued by a specialty retail jeweler with its principal operations in the United Kingdom and the United States;

- ongoing representation of a reinsurance holding company and its insurance and reinsurance subsidiaries in connection with their bank and capital markets transactions, including their $250,000,000 of publicly issued senior notes, $150,000,000 unsecured credit facility, secured letter of credit facilities in the aggregate amount of $1.3 billion and £100 million secured "funds at Lloyd’s" letter of credit facility;

- advising an international port facility operator in connection with its $2.49 billion secured revolving and term loan credit facility;

- ongoing representation of a satellite manufacturer as borrower in connection with its debt financings and as lender in connection with its vendor financings;

- debtor in possession financings for a track and transit systems construction and maintenance company and a publishing company.

Ms. Mazza is a Trustee of the American College of Investment Counsel and a member of the American Bar Association. She is also a former participant in the Rockefeller Fellows program administered by the Partnership for New York City.