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Complex World. Practical Solutions.

Financial Institutions

Gould & Ratner assists our banking and other lending clients across the spectrum of commercial finance, from the lending of senior debt to the investing of common equity. By understanding not just the debt side of the balance sheet, nor just the equity side of the balance sheet, but rather understanding the entire capital structure and the interplay between and among the various financial products, we add a more complete and broad understanding of the transaction and situation at hand, as well as the range of possibilities.

Our Finance Group at Gould & Ratner structures solutions for our wide client roster of banks, commercial finance intermediaries, insurance companies and investment funds (both debt and equity) and private investor groups.

Commercial Lending

Gould & Ratner represents banks and other lenders in a variety of secured, mezzanine, and unsecured commercial loans, including asset-based, revolving and term loan facilities. The firm also represents banks in providing letters of credit to support industrial development bond financing.

Real Estate Finance

Teaming with the firm’s real estate and corporate attorneys, Gould & Ratner’s Finance Group represents lenders in negotiating and documenting acquisition, construction and permanent loan facilities. These transactions have involved a diverse array of properties throughout the U.S., including commercial, multi-use, and residential developments.

Restructuring and Workouts

Gould & Ratner provides legal and business counsel to creditors and creditor groups on a variety of insolvency issues, including debtor-in-possession financings, recapitalizations, restructurings, and forbearance agreements.

The firm assists lenders through development of effective workout strategies, including turnaround debt and equity transactions, or, if necessary, to handle the disposition of assets either in bankruptcy or through various out of court devices, including assignments for the benefit of creditors.

Real Estate, Environmental and Tax Support

The firm’s real estate, environmental and tax attorneys are available to provide support to our finance clients when necessary, drawing on their vast experience in complex business transactions.

www.gouldratner.com

Complex World. Practical Solutions.

Financial Institutions Practice Group

Representative Transactions

Asset Based Loans

Represented a bank in the documentation of $17.5 million revolving line of credit to multi-borrower group involved in interstate freight transportation secured by accounts receivable and other assets. Also represented bank in numerous refinancings of such loan.

Represented a bank in refinancing $1,000,000 revolving loan to high end laminate designer and distributor.

Loan involved subordination of principal owner loan.

Represented a bank in a combination $6.5 million loan to major real estate brokerage firm including revolving line, acquisition line and term loan.

Represented a bank on asset based loan for $10 million: $5 million of which was a working capital revolver and $5 million was an acquisition guidance line.

Documentation of $25 million revolver and $4.2 million term loan from bank to distributor of food products to restaurants. The loan was secured by inventory, accounts receivable and real estate and required reserve for

PACA liens of agricultural producers.

Documentation of $10 million revolver and $2.2 million overadvance term facility to owner/operator of school bus transport company. The loan was secured by accounts receivable and inventory.

Represented a bank in $1 million revolver and $2 million term loan to distributor of material supplies to big box retailers.

Represented a bank in $24,400,000 financing for a regional plumbing and home furnishings distributor. The financing consisted of (1) a $14,900,000 term loan secured by 13 properties in 4 different states and (2) a

$9,500,000 revolving loan secured by inventory and trade receivables. In addition to the 13 owned properties listed above, the borrower conducts its business in 17 other locations, using over 15 different tradenames, creating a rigorous diligence and perfection process.

Represented an investment fund in $2.75 million loan secured by real estate involved in litigation and by cash collateral.

www.gouldratner.com

Complex World. Practical Solutions.

Financial Institutions Practice Group

Representative Transactions

Business and Equipment Acquisition Loans

Represented a bank in $2.7 million acquisition loan for reprographics company.

Documentation of $5 million working capital and $35 million equipment acquisition loan for bank with loans secured by accounts receivable inventory and equipment.

Real Estate Secured Loans

Represented a bank in the refinancing of a loan on a Chicago Loop office building.

Represented a bank in the documentation of a construction loan for multi-use development.

Represented a bank in the documentation of real estate acquisition loan for mixed use development.

Represented a bank in $3 million acquisition loan for charter school property.

Represented a bank in $2.5 million unsecured loan to commercial real estate landlord leasing to sports club and other retail tenants.

Represented a bank in making $6.2 million secured term loan to acquire nursing home plus $1.5 million revolver for working capital.

Represented a bank in initial loan and subsequent loans totaling $5.5 million - mix of term and revolving loans

- secured by undeveloped real estate in Florida.

Represented a bank in establishing a $10 million line of credit for bank customer secured by undeveloped real estate in western United States.

Represented a bank in documenting revolving line of credit for working capital loan and real estate and equipment term loans totaling in excess of $9 million. The transaction involved subordination agreements with junior lenders and an intercreditor agreement with a prior lender. The transaction also involved securing warehouseman and landlord lien waivers and putting cash management systems in place.

www.gouldratner.com

Complex World. Practical Solutions.

Financial Institutions Practice Group

Representative Transactions

Real Estate Secured Loans (Con’t)

Documentation of $6.5 million revolver loan and $8.5 million term loan for bank. The loan was made to operator convenience stores with gas station component, and was secured by accounts receivable, inventory and real estate. The negotiation/documentation required review of environmental issues.

Represented a second lien lender regarding $13 million facility.

LLC Membership Interest Secured Loans

Documentation of pledge of limited liability company interest to secure purchase money note in sale of real estate LLC.

Oil & Gas Property Loan

Documentation of $1,000,000 loan by investment fund secured by interest in oil and gas well.

Represented an investment fund in $3 million loan secured by oil and gas leases and LLC membership interest.

Credit Enhancement – Letters of Credit

Represented a bank in providing letters of credit to support development bond financings for private educational institutions.

Litigation Related Loans

Helped document a pledge of intercompany note to secure multi-billion judgment of plaintiff class in “lite cigarettes” class action litigation.

Loan Participation

Represented a bank in participation in $25,000,000 revolving loan to major financial consulting/accounting firm. www.gouldratner.com

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