Kathleen G. Cully, Attorney

EMPLOYMENT

KATHLEEN G. CULLY PLLC 2007-Present
Member and Sole Practitioner
Focus on structured finance, financial guaranty insurance and corporate law

CIFG GROUP 2003-2006
Managing Director and General Counsel 2005-2006
Managing Director and General Counsel, CIFG Assurance North America, Inc. 2003-2005

Responsible for all legal aspects of the business and operations of then-AAA-rated CIFG Group, comprising primary financial guarantors in the US and Europe, a French reinsurer and an associated holding company and services company

• Built and managed five-lawyer legal department, including a French and a UK lawyer, and three-person closing department
• Responsible for all transactional work, focusing on US and European structured finance and European project finance and public-private partnership transactions; transactions include synthetic and cash CDOs and CLOs as well as more traditional structures, enhanced through credit default swaps as well as traditional financial guaranties
• Served as CIFG liaison with ISDA and with ISDA's End User Group, including work on Form II pay-as-you-go template for CDS of ABS
• Served as CIFG liaison with the Government Affairs Committee of the Association of Financial Guaranty Insurers
• Responsible for negotiating and drafting CIFG's reinsurance agreements, both inbound and outbound
• Architect of CIFG's licensing strategy after 2004; California license obtained in 2006
• Participated in formulating CIFG's policies and procedures, including its employee handbook and trading and conflicts policies
• Responsible for Board, regulatory, licensing and corporate matters in the US and Europe

ACA CAPITAL HOLDINGS. INC. 1998- 2003
Managing Director and General Counsel

Responsible for all legal aspects of the business and operations of the ACA Capital group, including a then-A-rated financial guaranty insurer, asset manager and broker-dealer

• Built and managed four-lawyer legal department
• Responsible for all transactional work; most work performed in-house, optimizing use of outside counsel while encouraging legal and business team and controlling costs
• Developed regulatory and legal strategies for high-yield municipal, project finance and structured finance transactions
• Successfully managed workouts of structured finance and tax-exempt transactions
• Adapted a regulatory model designed for AAA-rated guarantors to an A-rated guarantor
• Handled legal aspects of capital-raising effort in 2000-01, including reorganizing the corporate structure and developing a new security, and 2002 redomiciliation of holding company to Bermuda
• Responsible for Board, regulatory and other corporate matters

FITCH, INC. 1993-1998
Deputy General Counsel 1994-1998
Senior Attorney 1993-1994

Responsible for the day-to-day running of the Legal Department, covering both transactional analysis and corporate matters

• Built and managed two-lawyer legal department
• Transactions included all novel or complex structures and international offerings rated by Fitch, such as UK, French, Italian, Dutch, and Spanish MBS, commercial MBS, and ABS; CLOs, CBOs, and bank loans; tax lien, stranded-asset, future-revenue and natural resource securitizations; securitizations of revolving assets continuing into bankruptcy of originator; Orange County issuances immediately after bankruptcy; New York TFA bonds; tobacco company ratings; special-revenue, project finance and power-supply-contract transactions; and many others
• Served as member of Credit Advisory Group coordinating criteria for Fitch as a whole. Developed and refined legal criteria and policies in response to new structures
• Trained analysts on legal aspects of securitization and securities offerings
• Corporate responsibilities included Fitch's 1997 merger with IBCA as well as generally ensuring compliance with laws and regulations affecting Fitch's business, such as securities, investment adviser, intellectual property, copyright, and employment
• Advised Board, officers, and employees as to legal matters affecting the company, and assisted in developing company policies and procedures

CITICORP 1985-1993
Legal Counsel, Citicorp Securities Markets Inc., Global Finance North America 1991-1993

Line counsel to mortgage finance, commercial and multi-family mortgage and asset securitization groups in Citicorp's investment banking activity center. Matters worked on included conduit and rental shelf MBS transactions, whole-loan and participation sales of mortgages, master servicing, asset-backed commercial paper programs, and auto loan and lease warehouse facilities, among others.

Global Securitization Coordinator, Office of Corporate Finance 1989-1991

Developed and coordinated policies and procedures for all Citicorp asset securitization programs; reviewed and approved all securitization transactions; advised Citicorp businesses on securitization strategy, methods, and structures. New products included a master trust structure, global certificate delivery, and floating-rate money-market certificates for cards ABS; a senior/mezzanine/subordinated format for residential MBS; and the first international securitizations in many markets, such as residential MBS in Australia, Hong Kong, Italy, the Philippines, Spain, and England and auto loans in Italy and Spain.

Securities Counsel and Co-Head of Securities Unit, General Counsel's Office 1987-1989
Staff Attorney, Securities Unit, General Counsel's Office 1985-1987

Acted as issuer's counsel for all Citicorp securitizations and corporate securities. Successfully competed with outside law firms in bringing issuer's counsel role in-house. Transactions included the first global offering of common stock ($1.1 billion), perpetual subordinated floating-rate notes, money-market and remarketed preferred stock, "blank-check" Class B common stock, and many of the first securitizations, including the first public cards, auto and tax-free municipal lease deals, franchise loan securitization, and REMIC and multiple-originator MBS transactions.

SULLIVAN & CROMWELL LLP 1982-1985
Associate, Corporate Practice Group

General securities practice, including shelf offerings, mergers and acquisitions, preferred stock, and corporate work. Particularly active in initial public offerings and interest-rate and currency swaps; as a third-year associate, was second-in-command of the swaps group. Served on the industry committee that drafted the initial ISDA Code for interest rate swaps.