Maurice M. Lefkort Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8239 F 212-728-9239

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Maurice M. Lefkort is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Mr. Lefkort has extensive experience in advising entrepreneurs, operating companies, venture capitalists, private equity investors and financial institutions in complex transactions that transform businesses, including:

• buying, selling and combining businesses (public and private) through mergers, asset and stock transactions and joint ventures
  
  
• restructuring distressed entities (U.S. and international), both in and out of court
  
  
• financing developing businesses
  
  
• structuring complex financial products
  
  
• raising debt and equity capital
  
  
• creating corporate governance structures

Mr. Lefkort is the Chairman of the Corporation Law Committee of the Association of the Bar of the City of New York. Mr. Lefkort is also a member of the American Bar Association (Section of Business Law, Committee on Negotiated Acquisitions and Committee on Private Equity and Venture Capital).

Mr. Lefkort has represented both principals and financial advisors in numerous mergers and acquisitions. Recent transactions include representation of:

• Bloomberg L.P. in acquiring The Bureau of National Affairs Inc., BusinessWeek and New Energy Finance Limited
  
  
• Private Equity Investors in over US $2 billion of committed investments in traditional and alternative energy investments
  
  
• The Collective of Tranche C Lenders in the $3.25 billion credit bid for, and restructuring of, Delphi Corporation
  
  
• A private fund client in the approximately $13.9 billion consortium buyout of IndyMac Federal Bank by IMB HoldCo., a thrift holding company controlled by IMB Management Holdings LP
  
  
• Bloomberg Inc. in acquiring a 20% minority interest in Bloomberg L.P. from Merrill Lynch
  
  
• Building Materials Corporation of America in its successful, hostile acquisition of ElkCorp
  
  
• Adelphia Communications Corporation in the sale of its Puerto Rican cable operations

From 2002 through 2007, Mr. Lefkort was the principal corporate attorney advising Adelphia Communications Corporation in the restructuring of over $18 billion of claims, formulation of a plan of reorganization and sales of businesses.

During the course of his practice, Mr. Lefkort has participated in and helped to structure several unique, or first of their kind transactions, including:

• The largest suspension de pagos restructuring in Mexico
  
  
• An innovative $1.5 billion offshore financial insurance product
  
  
• The first successful, large scale (over $800 million) exchange offer by a Chapter 9 debtor (County of Orange, California)
  
  
• The largest (at the time) prepackaged bankruptcy case (Trump Taj Mahal Associates)

Mr. Lefkort represents both entrepreneurs and venture capital investors in the formation and financing of early stage companies.

Mr. Lefkort also represents clients in connection with "high tech" financial products, such as floating conversion rate preferred stock and financial insurance, as well as in connection with more traditional corporate finance transactions.

Mr. Lefkort has also represented both initial purchasers and issuers in the issuance of over $2 billion principal amount of high-yield debt instruments, primarily in the Rule 144A market. Mr. Lefkort has also advised clients in connection with the defeasance, repurchase, amendment and/or retirement of numerous issues of high-yield notes through tender offers and innovative transaction structures.

From 1993 through 1998, Mr. Lefkort was the principal attorney in over ten acquisitions and dispositions for the public and private affiliates of Trace International Holdings, Inc., including Foamex International Inc. and United Auto Group, Inc.

“Caveat Emptor: The Threat to Value from Target Company Use of Open Source Software” with Gordon Caplan, The M&A Lawyer, June 2008;

“Pizzazz In Your Diligence, A Structure That Works, And Other Lessons From Recent M&A Cases” (Parts I and II), The Metropolitan Corporate Counsel, March 2008 and April 2008;

“Safeguarding the Deal: The double lie, meaningless liars, anti-sandbagging rules and other reasons why business diligence is not protected in most M&A transactions,” Mergers & Acquisitions, February 2008.