T E T Z L A F F L A W O F F I C E S , L L C 227 West Monroe Street

Suite 3650 Chicago, Illinois 60606

Main (312) 574-1000 Direct (312) 574-1011

Fax (312) 574-1001 NEAL L. WOLF nwolf@tetzlafflegal.com

Neal L. Wolf Phone: 312.521.2490 Fax: 312.521.2100 Mobile: 415.595.8937 nwolf@tetzlafflegal.com

Practice: Business Litigation, Business Reorganizations, Workouts, Debt Restructurings, and Chapter 11 Bankruptcies

Experience: Neal focuses his practice in the areas of business litigation, business reorganizations, workouts, debt restructuring, and bankruptcy. His diverse insolvency and bankruptcy practice has involved the representation of secured and unsecured creditors, creditors' committees, debtors, trustees, liquidating trusts, lessors, and purchasers of stock or assets of insolvent entities. He has also served as both a liquidating trustee for a corporation with assets valued in excess of $100 million and, on several occasions, as an assignee for the benefit of creditors. His business litigation experience has included the successful trial and arbitration of cases involving a broad spectrum of issues, including but not limited to the Uniform Commercial Code, “lender liability” law, fraudulent conveyance avoidance, preference avoidance, partnership disputes, state and federal securities law issues, business torts, and contract law. These trials have resulted in overwhelmingly favorable outcomes and a number of reported decisions from the United States District Court and United States Court of Appeals. Neal has significant, successful jury trial experience. He has argued cases to the United States Court of Appeals for the Sixth, Seventh, Eighth, and Ninth Circuits. Within the past eighteen months alone, Neal has briefed and argued two successful appeals in the United States Court of Appeals for the Seventh Circuit. In recent years, Neal has also represented a large, national insurance company in multiple highly disputed rate regulation cases. Working closely with expert actuaries and economists, he has tried two of these cases to administrative tribunals in the states of Alabama and California.

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Neal’s practice is truly national. During his career, he has appeared in the federal and state courts, and regulatory agencies, of more than 40 states and the Territory of Puerto Rico. He currently is representing clients in pending cases or negotiations in Delaware, Texas, Georgia, Nevada, and California, as well as Illinois. Neal has been an equity partner at the law firms of Much Shelist, P.C. (Chicago), 2014-2016, Butler Rubin Saltarelli & Boyd (Chicago), 2008-2011, Katten Muchin Rosenman (Chicago), 2008; Dewey & LeBoeuf and LeBoeuf Lamb Greene & MacRae (Chicago and San Francisco), 2003-2008; Orrick, Herrington & Sutcliffe (San Francisco and Los Angeles), 1999-2003; Schwartz, Cooper, Greenberger & Krauss (Chicago), 1995-1999; Winston & Strawn (Chicago), 1983-1995; and Lewis and Roca (Phoenix), 1974-1983. Between 2011 and 2014, Neal ran his own, seven attorney boutique, Neal Wolf & Associates, which had offices in Chicago and San Francisco. Neal has been consistently recognized as a leading practitioner in the bankruptcy/ restructuring field in Chambers USA - America's Leading Lawyers for Business, where “Neal Wolf …is described as an ‘effective strategist who acts with poise in the courtroom.’” He was consistently listed among 100 “Bay Area Superlawyers” (San Francisco Magazine) during the years in which he resided in Northern California. Each year, he is listed in “Illinois Superlawyers” (Chicago Magazine), and in The Best Lawyers in America (Woodward White). Neal was inducted as a Fellow of the American College of Bankruptcy in 1997, at the time of induction of the College’s eighth class. He was only the fourteenth representative of the Seventh Circuit at the time of his induction.

Significant Matters: Neal’s notable debt restructuring and business bankruptcy representations include the following: Debtors: Neal has represented a number of debtors in significant Chapter 11 cases and out-of-court restructurings. The debtors for which he has served as lead bankruptcy or workout counsel have included HA-LO Industries, Inc., an industry-leading promotional products company; Midwest Processing Company in one of the seminal reported cases involving the issue of a bad faith filing of an involuntary Chapter 11 case; and VMS Realty in its huge out-of-court real estate workout. He currently serves as lead restructuring counsel to one of the world’s largest, privately held developers and owners of shopping centers, hotel properties, other commercial properties, and residential developments. VMS was owned by, among other persons and entities, Xerox Financial and Robert Van Kampen. VMS and its more than 100 directly or indirectly controlled affiliates (including limited partnerships, corporations, real estate

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investment trusts, and joint ventures) had over $9.4 billion in real estate assets and approximately $9 billion in secured liabilities owed largely to banks and insurance companies. The VMS assets included shopping centers, apartment buildings, office buildings, hotels, resorts, casinos, and a large number of developments projects, subdivisions, and projects under construction. As lead workout/bankruptcy counsel, Neal negotiated both an initial creditor standstill agreement and a later "Creditor Repayment Agreement" (signed by all but a few of the secured creditors) which enabled the VMS entities to achieve an orderly out-of-court workout and settlement of multiple pending lawsuits, including a large class action lawsuit. While it was necessary to file individual bankruptcy cases on behalf of a few of the VMS-controlled entities (perhaps five out of 100), in the case of all of the controlling VMS entities (the parent companies) and the vast majority of the controlled entities, bankruptcy was averted. In an era in which many (if not most) chapter 11 filings result in sales and liquidations, Neal can proudly point to a long track record of highly successful “stand-alone” chapter 11 reorganizations in which the Company’s debt was restructured without a sale or liquidation, without a loss of jobs, and with Company ownership remaining intact. Within the past few years, Neal represented the Allerton Hotel, an iconic landmark on Chicago’s Magnificent Mile, Boca Fashion Village, a high end shopping center on Las Vegas’ northwest side, and entities owning 23 acres of land on the Las Vegas “Strip” in highly successful chapter 11 reorganizations of this nature. Secured Creditors: Among the secured creditors Neal has represented throughout his career are Principal Life, Lincoln National, Delaware Investments, CIGNA, The CIT Group, Citicorp North America, Citibank, Bank of America, Bankers Trust Company, NBD Bank, The First National Bank of Chicago, Firstar Bank, LaSalle Bank, National Westminster Bank, Société General, Fleet Capital Corporation, Bank One, Sanwa Business Credit, Coast Business Credit, FINOVA Capital, and GE Capital. Committees of Unsecured Creditors: Neal has served as counsel to the official unsecured creditors committees in the Stone & Webster Chapter 11 case, which involved the liquidation of a major construction and engineering firm with several billion dollars of creditor claims; the UNR Industries, Inc. Chapter 11 case, one of the earliest of the asbestos liability-driven Chapter 11 cases; and the Federated Department Stores Chapter 11 case. In addition, he was counsel to over 2,000 “Dalkon Shield” victims in the A. H. Robins Chapter 11 case. He has served as counsel to the Official Committee of Unsecured Creditors of The Fairchild Corporation and its affiliates, and as “conflicts counsel” for the official committees of unsecured creditors of both Bally Total Fitness and Hartmarx Corporation. He recently served as lead counsel for the Official Committee of Unsecured Creditors of Fairview Ministries, Inc. and its

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affiliates, and of Clare Oaks, which operate continuing care retirement communities (CCRCs). Railroad Reorganization: Neal has substantial expertise in the railroad reorganization area, having successfully represented the debtor, an operating railroad, in the Chicago, Central & Pacific case, and Citicorp and Heller Financial, the secured lenders, in hotly contested priming lien litigation in the Chicago, Missouri & Western Railway and the Chicago, South Shore & South Bend Railroad Chapter 11 cases.

Bar Admissions: Neal is admitted to practice in the States of California and Illinois, as well as the U.S. Supreme Court; the U.S. Court of Appeals for the Sixth, Seventh, Eighth and Ninth Circuits; the U.S. District Court for Northern District of Illinois; the Western District of Wisconsin; the Northern, Southern, Eastern and Central Districts of California; the District of Arizona; and the Western District of Texas.

Articles: Neal is the author of numerous articles on bankruptcy law and related topics, with recent publications including a series of articles on fraudulent conveyance law, inter-creditor disputes in bankruptcy, sales under section 363 of the Bankruptcy Code, the new bankruptcy statutes of the People’s Republic of China, and the changing complexion of chapter 11. The following are among his more recent publications: “Hiring a Great Lawyer as Your Legal Counsel,” Corporate Counsel, January 2011 Panelist, Roundtable Discussion on U.S. Bankruptcy Issues, contained in Financier Worldwide Magazine, October 2010 “The New Chapter 11 Means Test,” Corporate Counsel, October 2009 “The Business of Bankruptcy,” Corporate Counsel, September 2009 “Collateral Damage in the Wake of the GM Restructuring,” Corporate Counsel, August 2009 “Take My Assets – Please!” Corporate Counsel, July 2009 “Coming Soon to a Bankruptcy Court Near, or Perhaps Not-So-Near to You,” Corporate Counsel, June 2009 “Don't Look Back ...,” Corporate Counsel, May 2009 “Creditor Wars in the New Millennium,” Corporate Counsel, April 2009

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Speaking Engagements:

Frequent guest lecturer on bankruptcy law topics, Northwestern University Kellogg School of Management, the American Law Institute of the ABA, and the National Conference of Bankruptcy Judges Speaker, National Conference of Bankruptcy Judges, on the topic of sales of assets under Section 363 of the Bankruptcy Code, October 2003

Education: J.D., University of Chicago Law School, 1974 A.B., magna cum laude, Princeton University, 1970