Manager Associate

BENJAMIN M. LOWIN

*** **** **** ******, ***. **E, New York, NY 10025 917-***-****

*****.*****@*****.***

EXPERIENCE

Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, NY

Senior Associate - Corporate, Finance and Capital Markets February

2008 - Present

. Represent electronics manufacturing services provider in transactions

involving trade receivables securitization, factoring programs, equipment

leasing and registered securities offerings.

. Represent borrowers and lenders in secured and unsecured financings

(domestic and cross-border) as well as bilateral and syndicated term loan

and revolving credit facilities.

. Represent Lehman Brothers in bankruptcy proceedings involving CDOs,

securitization, structured finance products and complex derivatives.

. Advise on out-of-court restructurings; counsel on project finance

transaction named Latin Lawyer's Restructuring Deal of the Year, 2008.

. Manage teams of junior and mid-level associates and paralegals in

connection with all stages of transactions, from due diligence through

post-closing covenant compliance.

. Led firm-wide training seminar on the Basel capital accords.

Thacher Proffitt & Wood LLP, New York, NY

Associate - Structured Finance May 2006 - January 2008

. Developed various standard model agreements, including mortgage loan

purchase and servicing agreements, master repurchase agreements,

participation agreements and custodial agreements.

. Represented originators, issuers, underwriters, sellers and servicers in

structuring, documenting, negotiating and placing mortgage-backed

securities.

. Advised clients regarding mortgage and consumer lending compliance issues

and a variety of financial industry regulatory matters, including state

and local anti-predatory lending laws.

Kelley Drye & Warren LLP, New York, NY

Associate - Litigation and Corporate August 2004 - April 2006

Summer Associate Summer 2003

. Completed rotation in litigation department, defending a leading

manufacturer of telecommunications equipment in an investigation of

alleged FCPA violations in the Middle East.

. Advised clients on ERISA and Sarbanes-Oxley compliance, NYSE and NASDAQ

listing standards and filings on Forms 10-Q, 10-K and 8-K.

. Negotiated and drafted various corporate documents, including board

resolutions, Rule 10b5-1 trading plans, asset purchase agreements,

document retention policies and shareholder rights plans.

Supreme Court of the State of New York, Commercial Division

Law Clerk for Hon. Justice Charles B. Ramos Summer 2002

Bar Admission - New York

EDUCATION

Benjamin M. Cardozo School of Law, New York, NY

J.D., May 2004

Honors: Cardozo Law Review, Articles Editor

Dean's Distinguished Scholar

Teaching Assistant for Elements of Law, Property and Legal

Writing Classes

Brandeis University, Waltham, MA

B.A., cum laude, in Psychology, May 2001

Honors: Admitted to Psi Chi, The International Honor Society in

Psychology

REPRESENTATIVE TRANSACTIONS

. Lead associate in representation of Flextronics International Ltd.

("Flextronics") in connection with the structuring and implementation

of a two-tiered trade receivables securitization program in North

America. The aggregate purchase price of all receivables initially

sold to a newly-formed special purpose vehicle was approximately

$285.0 million. Advised the client regarding all aspects of the

program, including the drafting and negotiation of the Receivables

Sale Agreement and the Receivables Purchase Agreement and all related

transaction documents, as well as the tax and accounting treatment of

the program and the formation, capitalization and bankruptcy

remoteness of the SPV.

. Lead associate in representation of Flextronics in connection with the

restructuring of its $500 million European / Asian trade receivables

securitization facility. The facility was restructured to comply with

two new accounting standards that affected the structure and off-

balance sheet treatment of the facility. Advised the client regarding

all aspects of the program and the drafting and negotiation of all

transaction documents, including receivables purchase and sale

agreements in each applicable jurisdiction, parent guarantee,

servicing agreement, account control agreements and legal opinions.

. Lead associate in representation of Flextronics in the development of

its accounts receivables factoring and supplier finance programs in

the United States, Germany, Poland, Hungary, Sweden and the

Netherlands.

. Lead associate in representation of Flextronics in connection with all

of its equipment finance and leasing matters. Advised client with

respect to negotiation and drafting of master lease agreements and

purchase agreements (sale and leaseback) with General Electric Capital

Corporation, Macquarie Electronics Limited, CSI Leasing, Inc., NMHG

Financial Services and Hewlett-Packard Financial Services Company.

Transaction sizes range from $50,000 to $5 million.

. Lead associate in representation of Flextronics in its unsecured $50

million term loan facility. Drafted and negotiated all transaction

documents including term loan agreement, subsidiary guarantee, legal

opinion and all closing documents.

. Represented Lehman Brothers in connection with its Chapter 11

bankruptcy case, with particular focus on recovering the value of

certain collateralized debt obligations and related credit default

swaps.

. Represented a leading integrated communications carrier in connection

with its acquisition of a facilities-based telecommunication provider

in New England for $71 million.

. Represented a publicly traded cargo airline with $630 market

capitalization in connection with all SEC reporting, compliance and

corporate governance matters.

. Lead associate in representation of a major commercial bank based in

Ireland in connection with a 4.5 million secured revolving credit

facility to a leading integrated media, events and entertainment

management group in the United Kingdom.

. Lead associate in representation of a Mexican state-owned bank and

export credit agency in connection with the implementation a supplier

finance program with a leading global platform for processing supply

chain finance transactions.

. Represented a state-owned Mexican bank and export credit agency in

connection with a $400 million first lien credit agreement to a major

United States automobile manufacturer.

. Lead associate in representation of a private bank in connection with

a secured $5.6 million term loan and $300,000 revolving credit

facility to a private equity fund making direct investments in

consumer packaged goods, technology, media and entertainment. Advised

client through all stages of the transaction, from preliminary due

diligence through the assignment of the bank debt to another financial

institution when the borrower could no longer maintain satisfactory

covenant compliance.

. Lead associate in representation of a private bank in connection with

a secured $5.0 million term loan facility to a private equity fund

that invests in rapidly growing and profitable internet, software,

technology-enabled and branded consumer businesses. The collateral

consisted of a pledge of unfunded capital commitments to the borrower

and the right to make capital calls in the event of a default.

. Represented state-owned Venezuelan energy company in connection with

the restructuring of an aggregate amount of $1.68 billion of bonds and

bank debt incurred to finance two oil projects in the Orinoco oil belt

region. Negotiated and prepared the Lock-Up Agreement, Offer to

Purchase and Consent Solicitation Statement, Consent and Letter of

Transmittal, Dealer-Manager and Solicitation Agent Agreement and the

Depositary and Information Agent Agreement. Transaction named "2008

Restructuring Deal of the Year" by Latin Lawyer magazine.

. Represented the U.S. Department of Energy in connection with the

implementation of its loan guarantee program under Title XVII of the

Energy Policy Act of 2005. Advised client on all aspects of the

development of the program, including revisions to the implementing

regulations, preparation of solicitation materials, and the drafting

of loan guarantee documentation, as well as the diligence,

structuring, negotiation, documentation and closing of a $535 million

project financing of a California-based manufacturer's facility for

the production of innovative photovoltaic solar panel.

. Lead associate in representation of a Canadian pharmaceutical and

biotechnology fund in connection with a $250 million senior secured

revolving warehouse facility. Negotiated and prepared all transaction

documents, including the Indenture, Sale and Servicing Agreements,

Note Purchase Agreement, Interest Rate Swaps, fund operating

agreements and legal opinions.

. Represented UBS AG, Deutsche Bank AB and Merrill Lynch & Co., Inc. in

connection with mortgage-backed securities transactions and secondary

market residential mortgage transactions, as well as advised them with

respect to state and federal lending laws. Structured loan conduit

programs for investment banking clients and loan originators and

managed structures for transactions involving the sale of loan

servicing portfolios.

. Represented private academic institution in connection with a $1

million loan from a charitable foundation committed to funding

innovative educational programs.

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