Thomas J. Henry Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8750 F 212-728-9750

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Thomas J. Henry is a partner in the Real Estate Department of Willkie Farr & Gallagher LLP in New York. Mr. Henry specializes in representing domestic and foreign real estate companies, funds, and institutional lenders and clients in acquisitions and dispositions, financings, joint ventures, restructurings, and leasing and development transactions. On behalf of these clients, he regularly drafts and negotiates related REIT and securitized financing agreements, construction, mortgage and mezzanine loan agreements, partnership and limited liability company agreements, property management agreements, construction and development agreements, contracts of sale and complex commercial leases.

Mr. Henry is a member of the American Bar Association, the New York State Bar Association and the Association of the Bar of the City of New York. He is also a member of the National Association of Real Estate Investment Trusts (NAREIT), the Association of Foreign Investors in Real Estate (AFIRE) and the International Conference of Shopping Centers (ICSC).

Mr. Henry has represented the following clients in transactions closed in 2011:

• Sunrise Senior Living, Inc. in the purchase and sale agreement and new joint venture for 40 percent ownership interest in 29 Sunrise-managed properties, including the negotiation of the $435 million CMBS mortgage and mezzanine financing provided by a Goldman Sachs affiliate in connection with the transaction.
  
  
• Paramount Group, Inc., New York’s largest privately held international real estate investment and management firm, in connection with its recapitalization of a 49 percent interest in its 1633 Broadway office tower. The company has increased its equity stake in the property to 75 percent. The 2.5 million-square-foot Class A office tower, which serves as Paramount Group’s headquarters, is one of the most significant office towers in the Times Square area.
  
  
• An affiliate of King Street Capital, a preeminent investment fund, on its acquisition of the construction loan for the Trump Hollywood, a 200-unit, 41-story oceanfront luxury condominium in Hollywood, Florida (including its subsequent foreclosure on the building and assumption of ownership).
  
  
• Bloomberg L.P. in one of the largest New York office lease deals of the year — the negotiation of a lease of over 400,000 square feet of additional office space at 120 Park Avenue to accommodate Bloomberg’s rapid growth.
  
  
• Allianz Life Insurance of North America, the insurance giant, in its sale of a 7.97 million-square-foot portfolio of industrial assets in the central New Jersey, Chicago, Dallas, Atlanta and Columbus markets to an affiliate of KTR Capital Partners.
  
  
• Colony Financial, Inc., a publicly traded real estate investment trust affiliated with Colony Capital, Inc., in its acquisition and restructuring of a $60M mortgage loan secured by two mixed use spaces in Manhattan.
  
  
• Private equity fund sponsors in connection with the workout of the mortgage loans secured by the Las Vegas Hilton, the Atlantic City Hilton and a portfolio of casino/hotels in Mississippi.

In addition Mr. Henry has represented the following clients in transactions prior to 2011:

• A number of public and private investors in restructurings, recapitalizations and distressed investing opportunities, including:
  
  
  • Brookfield Asset Management in its investment in General Growth Properties.
    
    
  • A consortium of major private equity funds in connection with the restructuring of their debt relating to the Meadowlands Xanadu shopping and entertainment center.
    
    
• Citigroup with respect to its position in the $6.5 billion CMBS and mezzanine loan to Harrah’s. In addition, Mr. Henry represented Citigroup in the Extended Stay portfolio auction in connection with its publicly announced $880 million mortgage loan commitment to the consortium led by Starwood Capital.
  
  
• Bloomberg L.P. in significant real estate acquisitions, developments and lease transactions, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Beijing, Tokyo and Sydney.
  
  
  • Mr. Henry represented subsidiaries of Bloomberg Inc. on the acquisition of a site for the construction of a new office building in the City of London financial district that will be the company’s European headquarters. Two buildings will be constructed, with one larger than 500,000 square feet and the other being a speculative office building development.
    
    
• Paramount Group, Inc. in numerous sales and acquisitions, including its acquisition of 1301 Avenue of the Americas, the $1 billion sale of 1177 Avenue of the Americas, the sale of Financial Square in downtown Manhattan, the acquisition of a 50 percent interest in One Market Plaza in San Francisco, and the $820 million sale of 1540 Broadway (Bertelsmann Building).
  
  
• Colony Capital in its acquisition (with Messrs. Fertitta) of Station Casinos, Inc. in a deal valued at approximately $9 billion, including debt.
  
  
• The Mills Corporation in its $1.64 billion agreement to be acquired by a joint venture between Simon Property Group Inc. and funds managed by Farallon Capital Management LLC — a deal with a total transaction value of $7.9 billion.
  
  
• The Mills Corporation in the $981 million sale of its interest in three retail malls —Vaughan Mills (Ontario, Canada), St. Enoch Centre (Glasgow, Scotland) and Madrid Xanadú (Madrid, Spain) — to Ivanhoe Cambridge, Inc.
  
  
• The Mills Corporation’s refinancing of its approximately $1.5 billion senior credit facility.
  
  
• Resorts International Holdings, LLC in numerous acquisition, sales and financing transactions, including over $1.2 billion of CMBS financings and its $675 million sale of Resorts East Chicago to Ameristar Casinos, Inc.
  
  
• Sale of the Mall of Louisiana to General Growth Properties and joint venture for Riverchase Mall with General Growth Properties.
  
  
• Goldman Sachs as underwriter in the IPO for Strategic Hotels.
  
  
• Joint venture transactions for numerous office and shopping center assets across the country with institutional investors, including JP Morgan Fleming and Principal Group.
  
  
• Colony Capital in its acquisition of four casino hotels from Harrah's Entertainment, Inc. and Caesars Entertainment, Inc.