F. Thomas Rafferty. Overview. Representative Matters. Shareholder

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1 F. THOMAS RAFFERTY Shareholder is a shareholder in Baker Donelson's Baltimore office. Overview Mr. Rafferty represents secured and unsecured creditors, lender agents, indenture trustees, debtors, guarantors, receivers, equity owners and bankruptcy trustees in bankruptcy cases, restructurings, non-judicial workouts, receiverships and litigation in all courts. Mr. Rafferty also represents clients in the purchase and sale of assets and businesses assets, usually in distressed situations. Mr. Rafferty's experience includes handling the first involuntary bankruptcy in Maryland under the 1978 Bankruptcy Code. He handles confessed judgment lawsuits, suits on guaranties, collections of judgments, loan workout agreements, Chapter 7, 11 and 13 bankruptcies for individuals and businesses, dischargeability, automatic stay, preference and fraudulent conveyance litigation, and bankruptcy sales and dischargeability litigation. He has been involved in numerous client representations throughout the country. Some highlights of his distinguished career include the reorganization and right-sizing of one of the nation's largest trucking companies; representation of an FFE lessor group in a 2,000-room, hotel-resort-casino reorganization; the acquisition of $250 million in real estate partnership interests in many projects from bankrupt relatives' creditors; the representation of general partners for settlement of $25 million in a partially secured bank consortium debt for a life care community; the repossession and sale of railcars; representation of a management group consisting of 70 hospitals in its terminations of service agreements with debtors for 17 hospitals without litigation; advising the non-management directors of a multi-state oil refining and retail service station company in avoiding Chapter 11 and settling more than $100 million of pension liability; representations of creditors and defendants in Delaware, Florida, Pennsylvania, New York and California; the acquisition of tangible and intangible assets from retail clothing stores and mail order businesses; representation of a trustee for operating and selling apartment complexes; representation of a bank for state court receivership of a television station; representation of the receiver in SBIC receiverships; persuading the Fourth Circuit to split from the First and Second Circuits of the U.S. Court of Appeals in enforcing unfair shipping tariff collection tactics; and representation concerning office buildings, shopping centers, subdivisions and warehouses. Representative Matters Provided legal representation in the first involuntary bankruptcy case in Maryland under the 1978 Bankruptcy Code. 1

2 Structure and document novel $25 million bankruptcy remote, Delaware Security Deposit Trust, resulting in First Day surrender to creditor of full deposit and five aircraft Represent replacement general partner in identifying, documenting, and settling $38 million tax deduction for theft loss from diversions by prior general partner of contingent guaranty liabilities (without suing the bankrupt prior general partner) Lead institutional preferred shareholder, ABL lender, and Plan sponsor through successful Chapter reorganization of (then) tenth largest, national, over-the-road trucking company with DIP loan, purchase of bank group term loan, and some resistance from non-bank working capital lender Represent national bank letter of credit issuer in Bankruptcy Court consensual TRO and preliminary injunction action staying payment Document letter of credit support program for multi-lender vehicle renewal program for national trucking company Defense of selling shareholders from bankruptcy litigation trust's $28 million leveraged buyout fraudulent conveyance claim in railroad maintenance industry roll-up and related preference claim and settlement prior to hearing on initial motion to dismiss for less than cost-of-defense and likely loss amount Successful defense of lender's vice president in bankruptcy trustee investigation of gratuities allegedly improperly given by borrower Structure and document Section 365(n) bankruptcy protections for licensors of electronic medical records software and firmware medical devices Represent real estate investor limited partners in successful non-dischargeability complaint against former general partner for defalcations and recoveries of related assets from individual's bankruptcy trustee Represent investor general partners in Chapter 11 case of startup of for-profit continuing care retirement community with adverse construction-permanent lender and cooperative limited partner investor group and subsequent guaranty settlements Represent individual general partner owners of more than 7,000 residential city investment properties in Chapter 7 cases with individual discharges and Chapter 11 case with individual discharge, Section 363 sales of surplus units, and right-sizing surviving portfolio Successful representations of individual owners and Columbia, SC, radio station licensee in parallel reorganization cases, obtaining ample time for sale and retaining key patent and separate commercial real estate investments Successful representation of petitioning creditors in involuntary bankruptcies of North American moped distributor for German manufacturer and asbestos product manufacturer for judgment creditors seeking recovery of spun off profitable businesses Prosecution and favorable settlement of non-guarantor officer and director for misrepresentations to lender on financial statements and officer certificates of Chapter 11 debtor Successfully advise Board of 3,000 employee multi-hospital group in avoiding Chapter 11 and harmonizing demands of PBGC, bondholders, union, state rate setting commission, and municipal landlord 2

3 Document from equipment lessor side the full recovery consolidation of the $70 million syndicated elevator lease into the bank group $500 million real estate loan in reorganization of newly opened casino resort Pre-litigation, full value settlement for ready mixed concrete supplier against international manufacturer of concrete mix for construction defect claim and consequential damages Represent indenture trustees in reorganization case of airlines and vessel operating common carriers Represent bankruptcy trustee in operation, partial rehabilitation, and sale of 350 unit apartment complex Represent equipment lessors (some syndicated leases, some synthetic leases, some "true leases") in Chapter 11 reorganizations for new hotel-resort-casino elevator system whose opening was stalled by 9/11, truck transmission assembler, light bulb manufacturer, for-profit technical training school, and others Represent receivers of Small Business Investment Corporations in wind down and sale of portfolio companies and their assets Representation on bankruptcy aspects for borrowers in bankruptcy remote special purpose vehicles for "true sale" receivable financing and non-substantive consolidation opinion for CMBS transaction Represent lender in identifying documentation and implementation repairs for "true sale" transaction possibly insufficiently implemented Defense and full value settlement in plan of true lease for computer equipment against recharacterization claim of Chapter 11 debtor in possession Represent purchasers of distressed businesses in recreational products (deer lure), transportation, NVOCC logistics, nursing homes, medical devices, insurance brokerage, and other industries Design, implement, and supervise a consumer lift stay practice for residential mortgages, manufactured homes, and automobiles for a regional savings bank Design and continue consulting for a consumer lift stay program for inside counsel for residential mortgages and automobiles for a large national bank Serve as counsel for family friend, non-attorney, single arbitrator designated in partnership agreement for disputes over distributions and final purchase prices for founder's business and real estate assets Obtain dismissal of real estate title insurance company arbitration demand for assignee of named insureds in alleged bankrupt Ponzi scheme Collect window wall inventory claims of manufacturer's ABL lender with installer buyer, general contractor, building owner, and company bonding performance and payment Representation of chief of orthopedics and orthopedic practice in Chapter 11 of metropolitan hospital assumption of obligations Recovery and cooperative sales of five industrial cranes from Jacksonville, Florida dealer Chapter 11 without personal guaranties and collection of largest priority administrative expense (except for professional fees) and largest unsecured dividend for deficiencies Recovery and pre-chapter 11 cooperative sales of fracking equipment and vehicles from Louisiana oil drilling company with personal guaranty and confessed judgment in Pennsylvania 3

4 Representation of designated single non-attorney arbitrator in inter-generational family business dispute over disproportionate cash withdrawals and terms of ownership transfer Represent real property purchasers in settlement negotiation against insured South Carolina county for its gross mismanagement of financial guaranty (letter of credit) to secure infrastructure for beach front PUD Professional Honors & Activities Professional Memberships Member American Bankruptcy Institute Member American Bar Association Member Commercial Law League of America Member Maryland State Bar Association Community Service Member at Large Maryland State Soccer Referee Committee (2005 present) Maryland Attorney Grievance Commission, Inquiry Committee ( ) Honoraries AV Preeminent Peer Review Rated by Martindale-Hubbell Listed in Maryland Super Lawyers, Bankruptcy & Creditor/Debtor Rights ( ) Professional Background Member Blum, Yumkas, Mailman, Gutman & Denick, P.A. Instructor Villa Julie College, Paralegal Program, Collection Law and Bankruptcy Partner Schwartz, Greenblatt & Rafferty Senior Associate Labor and General Litigation; Piper & Marbury, Litigation Department, Bankruptcy Group United States District Court, Law Clerk to the Honorable Judge James R. Miller Jr. Maryland State Senate, Legislative Aid to the Honorable Judge John Carroll Byrnes Ober, Kaler, Grimes & Shriver, Law Clerk Publications "Lyondell Trial Teaches Lender Lessons," Financial Services Law Blog (December 2017) "Lessons for Secured Creditors from the Supreme Court's Jevic Decision," ABL Advisor; reprinted, Equipment Finance Advisor (May 2017) 4

5 Speaking Engagements Co-presenter "Damages Available Under UCC-2A" (Posted with permission from the Equipment Leasing and Finance Association), ELA Credit and Collections Management Conference (June 2004) Education University of Maryland School of Law, J.D. Notes & Comments Editor Maryland Law Review Editor-in-Chief Maryland Law Forum Student Bar Association Executive Counsel Harvard College, A.B.,1973, cum laude Thesis, "Congress Responds to Planning, Programming and Budgeting Systems" Admissions Maryland Court of Appeals of Maryland U.S. Bankruptcy Court for the District of Maryland U.S. Court of Appeals for the Fourth Circuit U.S. Court of Appeals for the Third Circuit U.S. District Court for the District of Maryland U.S. Supreme Court 5