Kenneth E. Noble. Partner Madison Avenue New York, NY Practices. Selected Experience

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1 Kenneth E. Noble Partner Madison Avenue New York, NY Practices FOCUS: Insolvency and Restructuring Distressed Debt and Claims Trading Infrastructure and P3 Commercial Finance Financial Services Corporate Real Estate Private Funds Industries Financial Institutions Recognition Turnaround Atlas, Pre-Packaged Restructuring of the Year Middle Markets, 2014 Super Lawyers, Best Lawyers in America, Who's Who in America, 2015 Who's Who in American Law, Who's Who in the World, Ken is head of the firm's Insolvency and Restructuring practice in New York. He represents foreign and domestic banks, financial institutions, funds and other creditor groups in connection with middle market and large cap out-of-court workouts and bankruptcy proceedings. Ken's restructuring practice is industry agnostic, often concentrating in specific sectors based on macro- and micro-economic trends. He is a sought-after lecturer on complex and emerging bankruptcy and restructuring issues. Ken previously served as a member of the firm's Executive Committee and its Board of Directors. Selected Experience Health Care Representation of administrative agent under $225 million letter of credit reimbursement agreement in connection with restructuring of Mirabella at South Waterfront, a premier continuing care retirement center. Representation of administrative agent under $165 million credit facility in connection with out-of-court sale and restructuring of Allion Healthcare, a specialty pharmacy and disease management company. Representation of administrative agent under $50 million creditor facility in connection out-of-court restructuring of Loving Care, a leading provider of home care services. Representation of administrative agent under a $50 million credit facility in connection with a stock foreclosure and out-of-court restructuring of Vision Twenty-One, which was a publicly owned vision health care company. Education Representation of administrative agent under $125 million credit facility in connection with pre-packaged Chapter 11 restructuring of Penn Foster, a for-profit provider of accredited online high school, career and college programs. Representation of administrative agent under $80 million credit facility in connection with out-of-court restructuring of Education Dynamics, LLC, a provider of marketing support and enrollment services to post-secondary education. Representation of administrative agent under $30 million credit facility in connection

2 Education JD, University of Illinois College of Law, summa cum laude BS, Northern Illinois University Bar Admissions England and Wales, non-practicing solicitor Illinois New York Court Admissions US Supreme Court US Court of Appeals, Sixth Circuit US Court of Appeals, Seventh Circuit US District Court, Northern District of Illinois US District Court, Eastern District of Michigan US District Court, Southern District of New York with out-of-court restructuring and exit of Glenwood Academy, a nonprofit school. Municipal Representation of holder of $65 billion of bonds in connection with City of Detroit's Chapter 9 case. Representation of City of East St. Louis in connection with Chapter 9 analysis and out-of-court restructuring negotiations. Retail Representation of administrative agent under $125 million credit facility in connection with out-of-court restructuring of Empire Carpets, a home improvement and home furnishing company specializing in installed carpet, flooring and window treatments. Representation of lender in $50 million credit facility in connection with out-of-court restructuring of Young America Corporation's consumer promotion fulfillment services. Representation of administrative agent under a $750 million credit facility in connection with Chapter 11 proceeding involving Spiegel and its affiliates, a leading international general merchandise and specialty retailer. Representation of the Official Bank Creditors' Committee of Handy Andy Home Improvement Centers, Inc., a major regional hardware company. Representation of the Official Unsecured Creditors' Committee of Highland Superstores, Inc., a major electronics retailer. International Representation of administrative agent under $150 million credit facility in connection with Chapter 11 bankruptcy proceedings and related litigation of Morgan Creek International in connection with international distribution rights to major motion picture library. Representation of administrative agent under $100 million credit facility in connection with Hill International, Inc.'s out-of-court restructuring of project management and construction claims services. Representation of administrative agent under a $120 million credit facility in connection with the out-of-court exchange offer and recapitalization of Weigh-Tronix and its domestic and foreign subsidiaries, a leading international manufacturer, marketer and servicer of industrial and food retail weighing systems. Manufacturing Representation of administrative agent under $150 million credit facility in connection with out-of-court restructuring of Gibson Guitar, which manufactured a premier line of instruments under various brands. Representation of administrative agent under $140 million credit facility in connection with out-of-court restructuring of PDM Bridge, LLC, a steel fabricator for complex

3 bridge structures. Representation of administrative agent under a $300 million (Cdn.) credit facility in connection with pending Chapter 11 proceedings involving Slater Steel and its affiliates, which constituted one of the largest specialty steel processors in North America. Representation of administrative agent under a $60 million credit facility in connection with an out-of-court restructuring of Beacon Industries, an international manufacturer of metalworking and metal fabrication equipment. Representation of administrative agent under a $55 million credit facility in connection with an out-of-court restructuring of Monona Wire and its domestic and foreign subsidiaries, which manufacture electrical wire harnesses and related subassemblies. Representation of administrative agent under a $68 million credit facility in connection with an out-of-court liquidation of FlexTek, which was engaged in the business of sheet metal fabrication and stamping. Real Estate Representation of administrative agent under $650 million credit facility in connection with out-of-court restructuring of Rockwood Ocean LLC, which owned and operated a portfolio of full-service hotels on the East Coast. Representation of steering committee member under $566 million credit in connection with Chapter 11 proceedings involving Sea Island Company, which owned and operated a luxury resort and golf vacation destination. Representation of lender under $265 million of loan, lease and construction facilities in connection with equity enforcement and out-of-court restructuring for Muvico Entertainment, a chain of premium, megaplex motion picture theaters. Representation of lender under $250 million lease financing in connection with Chapter 11 bankruptcy proceedings of AMF Bowling Centers, the largest domestic bowling chain. Gaming Representation of lender under $750 million bi-lateral credit facility in connection with out-of-court restructuring of M Resort Spa Casino Las Vegas, a luxury boutique hotel and casino. Finalist for the 2011 ACG Art of the Deal Award. Representation of administrative agent under $250 million credit facility in connection with out-of-court restructuring of MS Gaming, which owned and operated the Edgewater and Colorado Belle gaming resorts. Representation of steering committee member in connection with out-of-court restructuring of $7 billion credit facility to MGM Resorts International, which constituted the second-largest gaming company in the world. Representation of steering committee member under $900 million credit facility in

4 connection with Chapter 11 proceedings involving Station Casinos, which owned and operated a portfolio of 18 casinos and resorts. Representation of steering committee member under $900 million credit facility in connection with Chapter 11 proceeding and litigation relating to construction and sale of Fontainebleau Resort hotel/condo and casino development. Telecommunications Representation of administrative agent under a $2 billion credit facility in connection with Chapter 11 proceedings involving Adelphia Communications Corporation and its affiliates, which constitute the sixth-largest provider of cable television services in North America. Representation of administrative agent under a $133 million credit facility in connection with workout negotiations and confirmation of a pre-arranged Chapter 11 plan of reorganization of Metrocall, the second-largest provider of paging and related wireless messaging in North America. Representation of administrative agent under a $310 million credit facility in connection with a Chapter 11 sale pursuant to a plan of reorganization of Benedek Broadcasting, which owned and operated various television stations. Representation of administrative agent under a $120 million credit facility in connection with a stock foreclosure and out-of-court liquidation of Duro Communications, which provided dial-up Internet access. Representation of administrative agent under a $200 million credit facility in connection with restructuring negotiations and the subsequent Chapter 7 liquidation of TSR Wireless, which was the fourth-largest provider of paging and other wireless messaging and related services in North America. Representation of the Official Unsecured Creditors' Committee of Old UGC, Inc., with $1.5 billion in public bonds outstanding and the owner of Chile's largest multi-channel television and high-speed Internet provider and Australia's second-largest subscription television operator. Representation of the Official Unsecured Creditors' Committee of Midcom Communications, a major provider of telecommunications services. Other Representation of lender under a $25 million credit facility in connection with out-ofcourt restructuring of Six Sigma Qualtec, a provider of quality control services. Advisories District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan (May 5, 2014) Clouds on the Horizon for Claim Purchasers in the Third Circuit (December 12, 2013)

5 OGX Insolvency What Distressed Investors Need to Know About Brazilian Bankruptcy Process (November 7, 2013) Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code (July 23, 2013) Ninth Circuit Holds That Debt Can Be Recharacterized as Equity (June 5, 2013) Promises to Keep Lender Beware: California Supreme Court Expands Parol Evidence Fraud Exception (February 20, 2013) Ninth Circuit Prohibits Bankruptcy Courts from Entering Judgments on Fraudulent Conveyance Claims Against Non-Claimants (December 13, 2012) Trademark Licensee's Rights Survive Rejection of License in Bankruptcy in Sunbeam Decision (July 17, 2012) US Supreme Court Upholds Right of Secured Creditors to Credit Bid Under Chapter 11 Plan (June 5, 2012) Delaware Bankruptcy Court Dismisses Chapter 11 Petition of Mezzanine Borrower as Filed in Bad Faith (January 24, 2012) TOUSA Fraudulent Transfer Decision Reversed by District Court (February 22, 2011) LSTA Publishes Revised Documents Effective August 6, 2010 (August 9, 2010) The Impact of Philadelphia Newspapers on Chapter 11 Asset Sales (March 29, 2010) Tousa Bankruptcy Case Raises the Specter of Fraudulent Conveyance Challenges (November 16, 2009) GGP Opinion Leaves Unanswered Questions (August 28, 2009) Destiny v. Citigroup What It Means for Lenders (August 4, 2009) The GGP Case What It Means for Lenders (June 3, 2009) Implications of the Lehman Bankruptcy Entities on Multi-Lender Financings (September 2008) Articles Co-author, Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code, Pratt's Journal of Bankruptcy Law (July/August 2013) Co-author, Standing to Surcharge the Secured Creditor: Policy, Plain Meaning, and Payment Under Section 506(c) of the Bankruptcy Code, Journal of Bankruptcy Law and Practice, West Group (March/April 1996) Books Author, Norton Bankruptcy Law and Practice, Third Edition, Lender Liability ( )

6 Co-author, A Survival Guide for Lenders, American Bankruptcy Institute, Second Edition (2008) Speaking Engagements & Presentations Structuring New-Money Investments in Workout, Chicago, Illinois (February 12, 2015) Recent Bankruptcy Developments and Lessons Learned, New York, New York (July 17, 2014) Panelist A Brave New World? Exploring Chapter 9 Debt Relief for Detroit and Other Municipalities, Webinar (March 4, 2014) Intercreditor Agreements and Bankruptcy, Greenwich, Connecticut (February 26, 2014) Comparison of Mezzanine and Second Lien Debt, Nashville, Tennessee (September 25, 2013) Coercive Loan Restructurings Tools and Trends, Chicago, Illinois (September 18, 2013) Negotiating Second Lien Intercreditor Agreements, Chicago, Illinois (June 6, 2013)