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NAME AND TITLE: Mark R. Decker, senior vice president and general counsel AGE: 50 COMPANY: The Connell Co., founded in 1926 in Texas as a rice company, is a diversified company whose primary business has become the leveraged leasing of big-ticket capital equipment such as airplanes, railcars and locomotives, power plants and barges. Until 1990, the Berkeley Heights, N.J.-based company was known as Connell Rice & Sugar Co. Inc., reflecting its original rice business. Today, Connell rice is sold under such names as Snow White and East Winds. Now a subsidiary of Connell Co., Connell Rice does business in California, Japan, Taiwan, South Korea and the Middle East. Other activities handled by other subsidiaries run the gamut and include the exportation of equipment and supplies to food-processing businesses; the refurbishment and trading of used semiconductor manufacturing equipment; commercial real estate development in Union County, N.J.; and investment banking and advisory services to lessees, lessors, borrowers and lenders. The company, which is privately held, is listed as No. 73 in the Forbes Private 500 and has 180 employees. DEPARTMENT: Most of the work by the company’s three lawyers, which includes Decker and associate general counsel Richard E. Bartok and Carlton A. Blake, involves contracts. A significant portion includes the negotiation and review of leases of all types, from real estate leases to leveraged leases for air traffic control equipment. “Every deal is unique. Every contract is negotiated separately. There is no cookie-cutter situation. For big-ticket equipment, we start out with a preferred contract, but everything is on the table,” he said. For example, in a classic leveraged lease for equipment, the company might buy $80 million worth of railcars, putting down 20 percent of the price. The 80 percent is borrowed on a nonrecourse basis. The cars are then leased on a triple-net basis, which means the lessee takes all operational responsibility and indemnifies Connell. In a typical leveraged lease, the lessor takes 100 percent of the tax benefits of ownership, Decker said. The main advantage for the lessee is the lower lease rates Connell charges. “It’s pure financing,” he said. The lawyers work closely with the lessee’s counsel. The department has evolved to the point where outside counsel is used less and less, he said. In the 1980s, the Connell Co. assembled 170 acres in Berkeley Heights and began developing the Connell Corporate Park, located 22 miles from New York. When completed, the park will have 1.75 million square feet of space in six buildings. Decker and his staff negotiate the leases for the office park. Because the company has leveraged leases in some sensitive industries, such as the airline industry, insurance coverage has occupied more of their work following the terrorist attacks of Sept. 11, 2001. If coverage is not maintained at a certain level, lenders can say Connell is out of compliance with its loans. “It doesn’t get routine. Issues are coming up all the time. We have to accommodate growth and stay ahead of the curve,” he said. DECKER’S WORK: Decker’s time is divided between policy matters involving companywide plans and transactional work. In the case of policy work, Decker attempts to anticipate and develop policies for employment and benefits and risk management, as well as for corporate compliance, which includes securities, antitrust and discrimination matters. He handles all the legal work regarding banking relationships. On the transactional side, Decker is involved in all major deals. “My job is to be the attorney for all transactions. We try not to go outside,” he said. Currently, he is working on the acquisition of a $40 million compressed-air and water-cooling facility in the Midwest. The deal has not been yet publicly announced. Connell is buying the plant in a leveraged deal from a trust and will be the beneficial owner. The company will put down 20 percent of the purchase price and borrow the rest on a nonrecourse basis, Decker said. He meets on a daily basis, sometimes several times a day, with company chief executive Grover Connell. He also works on the legal structure of Connell offices that are opened overseas. For example, he is currently helping to set up offices in the Netherlands and in Australia. Decker examines employment issues and the laws that apply to transactions. LITIGATION: Currently, the company has minimal litigation. “We’re privately held and we try to keep on top of things. We’ve been fortunate,” Decker explained. The company has been named as a party in cases where a person has been injured on some equipment leased by Connell. “But we think the courts understand passive leasing,” he said. There also have been a couple of slip-and-fall cases in the office park, he said. With a rise in big Chapter 11 bankruptcies, particularly among the airlines, Decker said he does expect to be involved in some litigation in U.S. Bankruptcy Court. The company is currently a creditor in a Chapter 11 case involving a food cooperative. Before Decker arrived, the company was the target of an antitrust suit in federal court in 1988. California rice growers accused Connell of trying to undercut them. It was resolved in the early 1990s. “It was a major, major antitrust case. Ultimately, all claims were dismissed. We never paid a penny,” Decker said. FALLOUT FROM THE SCANDALS: Since Connell’s primary business involves complicated financing, the company is careful to be in compliance with all government regulations, Decker said. Everything is done above board and clients use major law firms to help structure the deals. “We’re careful in what we do. We try to be creative in a positive sense,” he said. “Still, it certainly has had a sobering effect if a CEO could face 20 years for something being inaccurate.” MAJOR CRISIS: Before joining Connell in 1990, Decker was vice president and general counsel for Beneficial Commercial Corp. in Peapack, N.J., from 1986 to 1988. When the Beneficial company went through a major restructuring in the late 1980s, Decker had to shut down Beneficial Commercial, which was a leverage-leasing subsidiary, and “basically everyone had to be let go. “I basically oversaw the sale of the portfolio and the shutting down of the business,” said Decker, explaining that it was difficult to work on the huge asset sale at the same time that the company was being closed. PET PEEVE: Failure of outside counsel to control costs. OUTSIDE COUNSEL: Decker uses Linklaters’ New York office for tax matters. Ian Shrank of Allen & Overy in New York handles corporate business. Gibbons, Del Deo, Dolan, Griffinger & Vecchione of Newark, N.J., takes take care of general commercial matters and real estate questions. ROUTE TO THE TOP: After graduating from Wesleyan University in Middletown, Conn., in 1974, Decker attended Rutgers School of Law. He graduated in 1979 and became an associate with Ravin, Sarasohn, Cook, Baumgarten and Fisch in Roseland, N.J. After five years, he joined Beneficial Commercial, where he rose to the position of general counsel. After Beneficial, Decker worked at Stryker, Tams & Dill in Newark. FAMILY: He and his wife, Celicia, and their three children, ages 21, 18 and 15, live in Mendham, N.J. LAST BOOK READ: “John Adams,” by David McCullough.

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