Russell L. Leaf Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8593 F 212-728-9593

---

Russell L. Leaf is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Mr. Leaf specializes in private equity, public and private mergers and acquisitions (including bankruptcy-based asset sales), corporate finance, venture capital, and general corporate and securities law.

In the area of mergers and acquisitions, Mr. Leaf has represented: Inspire Pharmaceuticals, Inc. in its $430 million acquisition by Merck; Cobalt Holding Company in its acquisition by Automatic Data Processing, Inc.; Sepracor, Inc. in its acquisition by Dainippon Sumitomo Pharma Co., Ltd.; Electronic Data Systems Corporation in its acquisition by Hewlett-Packard Company; Monsanto Company in its acquisition of Delta and Pine Land Company; Intermountain Gas Company in its acquisition by MDU Resources Group, Inc.; America Movil in its acquisition of the Puerto Rico telephone company from Verizon; Major League Baseball in its sale of the Washington Nationals; Greenstreet Equity Partners and other investors in the acquisition of TECO Transport Corporation from TECO Energy, Inc; Werner Holding Co. in its section 363 sale to an investor group; and Warburg Pincus in numerous transactions, including the leveraged buy-out of TransDigm Holding Company, the sale of its portfolio company, SpineCore, Inc., to Stryker Corporation, and the going private transaction involving The Cobalt Group, Inc.

In the area of private equity, Mr. Leaf has represented: Carrix Inc. in connection with its sale of a minority stake to an affiliate of Goldman Sachs & Co.; Aeolus L.P. in an equity capital raise; and Warburg Pincus in connection with its acquisitions of International Technidyne Corporation and Nexus DX, Inc. and Total Safety and its investments in OnTargetJobs, Inc., SpineCore, Inc., Elematics, Inc. and several other companies; K1 Ventures Limited in its investment in Guggenheim Capital, LLC; and AREA Property Partners in the sale of a 35 percent equity interest to affiliates of National Australia Bank.

Other significant representations have included: Adelphia Communications Corporation in connection with its debtor-in-possession financing and its proposed exit financing package; TransDigm Group Incorporated in connection with its initial public offering and follow-on offering; and Major League Baseball in its satellite radio agreement with XM Satellite Radio Inc.