Jeffrey M. Goldfarb Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8507 F 212-728-9507

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Jeffrey M. Goldfarb is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Mr. Goldfarb practices in the firm’s Banking/Debt Finance Practice Group, specializing in corporate finance. He represents borrowers, issuers and lenders in a wide array of financings, including acquisition financings in support of leveraged buyouts, bridge financings, debtor-in-possession and exit financings, first-lien/second-lien financings, mezzanine financings, asset-based lending, high-yield bonds, and workouts and restructurings of existing financings.

Mr. Goldfarb is a member of the Advisory Board for Law360's section on Corporate Finance. He is a member of the Section of Business Law of the American Bar Association and a member of the Association of the Bar of the City of New York.

Mr. Goldfarb’s article (co-written with partners William Hiller and Michael Zinder) "The New Normal in Acquisition Finance Commitments" was published in Law 360 (Bankruptcy Law; Finance Law) on August 27, 2010.

Mr. Goldfarb has acted as counsel to:

• MedAssets, Inc. in connection with the $785 million senior credit and bridge facilities financing its acquisition of The Broadlane Group
  
  
• A consortium of equity sponsors in connection with a $7.1 billion bank and bridge financing for its previously proposed acquisition of Penn National Gaming
  
  
• The lead arranger in connection with a $1.67 billion bridge commitment to Host Marriott, L.P. supporting its acquisition of 38 hotels from Starwood Hotels and Resorts
  
  
• WRM America Holding, LLC, and Aquiline Capital Partners LLC in connection with acquisition financing and bridge financing for WRM’s acquisition of the flood insurance business of Fidelity National Financial
  
  
• A group of debtor-in-possession lenders in connection with its successful $3.25 billion credit bid for Delphi Corporation and over $1 billion in post-emergence financing for Delphi
  
  
• Silver Point Finance LLC as Agent and Lender under a $68.75 million second-lien term loan exit facility to Muzak LLC, facilitating post-emergence ownership of Muzak by a group of pre-petition creditors led by Silver Point
  
  
• The administrative agent and lenders in connection with second-lien exit financing of RHI Entertainment, Inc.
  
  
• Centerbridge Capital Partners, L.P. and Lantern Asset Management in connection with the acquisition financing of the resort finance business of GMAC Commercial Finance LLC, a subsidiary of Ally Financial Inc.
  
  
• Green Tree Credit Solutions LLC in connection with over $800 million in senior secured credit facilities
  
  
• PlayPower, Inc., in its successful out-of-court restructuring and amended and restated credit facilities
  
  
• Angiotech Pharmaceuticals in its Chapter 15 cross-border insolvency, debtor-in-possession credit facility and exit facilities
  
  
• Warburg Pincus and its portfolio companies in connection with multiple acquisition financings, bridge financings and refinancings
  
  
• EnviroSolutions, Inc., in connection with its $30 million debtor-in-possession credit facility and its $115 million exit credit facilities, facilitating post-emergence ownership of the equity of EnviroSolutions by its pre-petition senior lenders
  
  
• Journal Register Company in connection with its $255 million senior secured exit facilities, including first-lien and second-lien term loans and an asset-based revolving credit facility, which facilitated debt-for-equity exchange by the senior lender group
  
  
• RathGibson, Inc. in connection with pre-petition work-out and restructuring matters as well as its $80 million debtor-in-possession credit facilities, which included a roll-up of its pre-petition credit facilities
  
  
• Greatwide Logistics Services, Inc. in connection with its $73.6 million debtor-in-possession credit facility and subsequent 363 sale
  
  
• Werner Holding Co. (DE), Inc., in connection with its $99 million debtor-in-possession credit facility
  
  
• Affiliates of Insight Venture Partners in the financing of acquisitions of eCommerce Industries, Inc. and Syncsort Incorporated
  
  
• Buckingham Capital in the financing of its leveraged buyouts of the Automation Division of Remmele Engineering, CPAC, Inc./The Fuller Brush Company, Isochem Inc. (VanDeMark Chemical) and refinancings of acquisition facilities for Trantech Radiator Products
  
  
• A leading privately held port operator in connection with its hybrid project finance/cash flow finance senior secured credit facilities