Cindy J. Chernuchin Special Counsel MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8606 F 212-728-9606

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Cindy J. Chernuchin is special counsel in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York.  Ms. Chernuchin specializes in banking and institutional finance and Article 9 of the Uniform Commercial Code.  She represents borrowers, issuers, banks, institutional lenders, and trustees in a wide array of financings, including asset-based lending, high-yield bonds, project financing, acquisition financing, debtor-in-possession financing, equipment financing, industrial development bonds, telecom financing, mutual fund financing, and workouts.

Ms. Chernuchin has handled acquisition financings for The Bank of Nova Scotia and portfolio companies of Warburg Pincus Equity Partners, L.P. and related funds (including a $670,000,000 credit facility in connection with the acquisition of Telcordia Technologies, Inc. and a $400,000,000 credit facility in connection with the acquisition of TransDigm, Inc.), Colony Capital LLC and its affiliates (including a $1,000,000,000 credit facility in connection with the acquisition of various hotel casinos by Resorts International Holdings, LLC and a $700,000,000 credit facility in connection with the acquisition of Raffles and Swissotel hotels and a $3,765,000,000 credit facility in connection with the acquisition of the Fairmont Hotel chain) and Goldman Sachs Credit Partners L.P. (in connection with the $1.67 billion commitment to Host Marriott, L.P. in its acquisition of 38 hotels from Starwood Hotels and Resorts).

Ms. Chernuchin has significant experience working with secured revolving credit and term loan facilities (including a $730,000,000 credit facility for Level 3 Finance LLC, and a $250,000,000 credit facility for Martin Marietta Materials, Inc.), debtor-in-possession financings (including facilities for  Frank’s Nursery & Crafts, Inc., and Space Systems/Loral, Inc.) and project financings (including underseas cable financings for Southern Cross Cables Ltd.).  Ms. Chernuchin’s experience also includes exit financings, covenant light transactions, high yield bond offerings, first lien/second lien financings and letters of credit facilities.

Ms. Chernuchin’s banking and finance experience is recognized by New York Super Lawyers (2010, 2011).

Ms. Chernuchin is the Chairman of the American Bar Association Uniform Commercial Code Task Force on Revised Article 9 Forms, and a member of both the New York City Bar Committee on Commercial Law and Uniform Commercial Laws, and the Joint Review Committee on UCC Article 9. She is also a member of the American Bar Association Deposit Account Control Agreement Task Force, the Banking Law Committee of the New York State Bar Association and the Uniform Commercial Code Subcommittee (specifically sections for Aircraft Financing, Cross Border Secured Financings, Intellectual Property Financing and Maritime Financing), Secured Transactions Subcommittee and Commercial Financial Services Subcommittee of the Section of Business Law of the American Bar Association. Ms. Chernuchin is also a member of the Association of the Bar of the City of New York, and has spoken at numerous seminars including at ABA meetings, regarding Article 9. She was recognized in 2010 as a New York Super Lawyer.

Ms. Chernuchin's publications include:

• "Securing Mobile Assets: The Cape Town Convention And The Proposed Protocol On Security Interests In Space Assets" (The Practical Lawyer, December 2011)
  
  
• "Understanding The Terms Of Security Agreements" (The Practical Lawyer, June 2011)
  
  
• "Effects Of Roswell V. Alternative Construction" (Law 360, April 14, 2011)
  
  
• "Proposed Changes to Article 9 of the Uniform Commercial Code Affecting Perfecting of Security Interest Against Individuals" (Pratt's Journal of Bankruptcy Law, September/October 2009)
  
  
• Forms Under Article 9 of the UCC, Second Edition, Uniform Commercial Code Committee of the American Bar Association (Editor, 2009)