Resort, Hospitality & Residential

EXPERIENCE

Rancho Encantado. Completed the ground-up development of the Encantado Resort in Santa
Fe, New Mexico, which opened in 2008. Worked on all aspects of this project: the formation of
the ownership entities and negotiation and preparation of operating agreements among
different owner groups one of which contributed the land; the construction and permanent
financing; the drafting and negotiation of construction, architecture, and other design
professional contracts; the negotiation of the Resort Management Agreement with Auberge
Resorts and later with Four Seasons; and the later workout negotiations and documentation
with the lender and several of the owner groups.

Amangiri Resort. Completed the ground-up development of the Amangiri Resort in southern
Utah near Page, Arizona, which opened in 2009. Worked on all aspects of this project: the
formation of the ownership entity; the equity raise to bring in new members; the construction
and permanent financing; the drafting and negotiation of construction, architecture, and other
design professional contracts; the negotiation of the Resort Management Agreement with
Amanresorts; the drafting of the CC&R's, Rules & Regulations, and purchase documents for
the luxury villa products; and the later workout negotiations and documentation with the lender.

Tamarack Resort. This was a brand new year-round ski resort located an hour north of Boise,
Idaho. Handled the take over of ownership from the prior developer, including the squeeze-
down of their ownership interests and restructuring of the ownership agreement to take
control. This work also included capital raising efforts, negotiation of a ground lease with the
State of Idaho, resolution of entitlements issues, executive compensation, negotiation and
structuring of strategic joint ventures, $250 million financing, numerous other development
efforts and advice, and finally advice on how to restructure debt and equity stacks and raise
new funds to avoid bankruptcy.

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199

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St. Kitts Resort. This project was for the development of a new town on the island of St. Kitts
that was to include four luxury resorts (including an Auberge Resorts and a Mandarin Oriental),
a mega-yacht marina, 1300+ residential units and all the related resort amenities and required
infrastructure. Negotiated and drafted (i) a Development Agreement with the Government of
St. Kitts that provided a broad range of tax relief measures and development benefits, (ii) the
Joint Venture Agreement between our developer client and its finance partner, (iii) the
Purchase Agreements with a variety of foreign owners to aggregate the 2,010 acres of land
for the resort project, and (iv) the CC&R's, reciprocal easements and many other
development, marketing and sale documents. Provided the client with strategic advice on many
development and joint venture issues.

Le Melezin. Negotiated the purchase agreement and financing documents for the acquisition of
Le Melezin in Courchevel 1850 in the French Alps and the amendment of the existing Hotel
Management Agreement with Amanresorts.

Fiji Islands Resort. Negotiated the purchase agreement and financing documents for the
acquisition of the Jean-Michel Cousteau Fiji Islands Resort in Fiji and negotiated and drafted
the Resort Management Agreement with Passport Resorts and later negotiated and drafted
the buyout agreement with Passport Resorts.

Holiday Inn at Fisherman's Wharf. Negotiated the purchase agreement for the acquisition of a
ground lease for the Holiday Inn at Fisherman's Wharf in San Francisco, California and also
drafted the ownership entity's operating agreement and the subscription agreement and
related documents to raise the required equity.

Represented a comingled investment fund in obtaining a $185 million loan secured by a luxury
hotel in Southern California.

Hunters Point Naval Shipyard. Prepared governing documents for the seminal phase of the
massive Hunters Point Naval Shipyard master planned community.

Discovery Bay. Planned and prepared governing documents for master planned communities
such as the Discovery Bay, Discovery Bay West, Lakeshore, and Lakes communities in Byron,
California.

Cedar Gateway, San Diego. Represented the private developer in the preparation of easement
agreements and CC&R's for this public/private mixed-use podium development, including both
city and privately owned vertical subdivision interests.

Santa Clara County Fairgrounds Redevelopment. Represented a major public/private housing

authority in preparing CC&R's and joint development agreements for development of new
affordable and for-profit housing within the former Santa Clara County Fairgrounds.

Sheraton Palace Hotel. Represented international hotel owner in retail leasing matters for the
hotel, including comprehensive lease workouts and renegotiations in the course of the major
renovation of the historic hotel.

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199

 Page 3/6

Bridgeport and Crossings at Eden Shores. Represented a national builder in the preparation
and negotiation of all management and constituent documents, shepherding the DRE public
report process, and negotiating affordable housing agreements with the City of Hayward for
this multi-phased, mixed planned development and condominium project.

Development projects ranged from a 39 lot single-family subdivision in San Bernardino to a

1,000+ single family and condominium resort development along the Colorado River.

Represented a national lending companies in connection with negotiation and documentation of

acquisition and development, inventory and receivables financings for vacation ownership
projects located within the Untied States, Mexico, and the Bahamas.

Represented the owner of mid-rise downtown San Francisco hotel in connection with
structuring and documentation of conversion of a hotel to condominium ownership, and
refinancing of first trust deed financing on project.

Represented a hotel management company in connection with negotiation and drafting of hotel
operating agreements for multiple hotel properties located in California, Cabo San Lucas,
Punta Mita, and the Riviera Maya in Mexico. Negotiation and drafting of pre-opening services
agreements.

Represented developers in connection with the structuring and documentation of a mixed-use

destination resort project in Redmond, Oregon and Napa, California. Creation of master
development and sub-development documents for hotel, condominium hotel, residential,
timeshare, fractional ownership, and equestrian and golf amenities.

Represented a branded hotel company in connection with due diligence for acquisition of
Huntington Hotel in Pasadena, California.

Represented a developer of hotels in Henderson, Nevada, in connection with negotiation and

documentation of license agreements for branding of hotels with national chain. Represented
developer in connection with negotiation and documentation of hotel management agreements
with national hotel operating company.

Represented a developer in connection with the structuring and documentation of a mixed-use

destination resort project near Pacific Harbour, Viti Levu, Fiji.

Represented a national hotel company in connection with the legal due diligence for acquisition
through foreclosure of hotel in Anaheim, California.

Represented a hotel development company in connection with development of a mixed-use

hotel in Anaheim, California as a commercial condominium allowing for separate ownership of
hotel and retail components.

Represented a developer in connection with acquisition of hotel in San Diego, California and
conversion of hotel to a commercial condominium for conversion of use to timeshare vacation
club component site.

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199

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Represented the developers in connection with the structuring and documentation of multi-site
vacations clubs, including the Carefree Vacation Club, the Conrad Vacation Club, the Disney
Vacation Club, the Fiesta Americana Vacation Club, the Fleetwood Vacation Club, the Shell
Vacations Club, and the World-Wide Vacation Club.

Represented developers in connection with the creation, documentation, and registration of

approximately 100 timeshare and fractional ownership projects located in the states of
Arizona, Arkansas, California, Colorado, Hawaii, Nevada, Oregon, as well as in British
Columbia, Canada, Cabo San Lucas, Puerto Vallarta, Punta Mita and Ixtapa-Zihuatanejo,
Mexico, and Bali, Indonesia, and the Republic of the Fiji Islands.

Represented a motor home coach manufacturer in connection with the structuring and
documentation of a points-based, multi-location recreational vehicle vacation club.

Represented developers in the negotiation of Disposition and Development Agreements for

mixed-use redevelopment projects in the Cities of Vista, Modesto, and Stockton, California.

Represented a developer of residential project in Mexico including preparation of CC&Rs for

gated residential single family home and condominium project.

Represented a country club in connection with the establishment of new club amenities and
related membership program.

Represented a country club in establishing a cutting edge deferred-equity program and the
subsequent transfer of the club facilities to the equity members.

Represented a private developer in connection with the entitlement, development, construction

and operation of a destination resort, consisting of hotels, golf courses, and residential units, in
Las Vegas, Nevada.

Represented equity members of a country club along with private investors in connection with
the entitlement of a new golf course, clubhouse, and residential community.

Represented a country club developer in connection with the early transfer of the club to the
members and the sale of the remaining membership interests to the club.

Represented a group of developers in the entitlement of a hotel project in Palm Desert,

California.

Represented a country club owner in connection with the sale of a private, non-equity club in
Northern California.

Represented the developer of an adaptive reuse project in Downtown Los Angeles that
transformed an empty office building into a mixed-use project.

Represented a hotel REIT in connection with the purchase of numerous hotel properties in
Southern and Northern California.

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199

 Page 5/6

Represented a hotel REIT in connection with the subdivision and sale of an underutilized
portion of an existing hotel site for condominium development.

Represented a public company in connection with the establishment of a condominium regime

in an adaptive reuse project in Downtown Los Angeles and the subsequent sale of such
project.

Represented a country club in connection with the establishment of new club amenities and
related membership program.

Represented a country club developer in connection with a major restructuring of the club's
membership program.

Represented a country club owner in connection with the sale of a private, non-equity club in
Northern California.

Represented a country club developer in connection with the early transfer of the club to the
members and the sale of the remaining membership interests to the club.

Represented a hotel REIT in connection with the purchase of numerous hotel properties in
Southern and Northern California.

Represented a hotel REIT in connection with the purchase of a large hotel in San Francisco.

Represented a hotel REIT in connection with the subdivision and sale of an underutilized
portion of an existing hotel site for condominium development.

Represented several healthcare operator and lender clients in connection with multiple
acquisitions, dispositions, leasing, sale-and-leaseback arrangements and third-party financing
of skilled healthcare and assisted living facilities across the nation (with loans insured by the
U.S. Department of Housing and Urban Development (HUD)), including portfolios of such
facilities in Arkansas, Arizona, California, Florida, Indiana, Michigan, New York and Wisconsin.

Represented a privately held real estate developer in the parcel-by-parcel acquisition,

development and financing of a portfolio of residential properties in East Palo Alta, California
(including negotiations with lenders for a working capital line of over $200 million), that grew to
encompass over 100 single family residences and multifamily properties.

Represented institution equity investors and privately held real estate developers for joint
venture agreements in connection with the acquisition and development of several complex
projects, including high-rise condominium towers in San Diego, California and Atlanta, Georgia
and a five-star luxury hotel in Aspen, Colorado.

Prior results do not guarantee similar results

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199

 Page 6/6

LOS ANGELES ORANGE COUNTY SAN FRANCISCO

2029 Century Park East, Suite 2100 3121 Michelson Drive, Suite 200 50 California Street, Suite 3200
Los Angeles, CA 90067 Irvine, CA 92612 San Francisco, CA 94111

P 310.284.2200 F 310.284.2100 P 949.260.4600 F 949.260.4699 P 415.262.5100 F 415.262.5199