Robert C. Nicholas Transactions

Hospitality Property:

-Recently represented the buyer of the Four Points Hotel in San Rafael. This engagement involved the conversion of the Hotel to a Tribute by Marriott.

-Recently represented the seller of the Plaza Hotel in Concord, CA. This engagement involved seller financing.

-Represented the seller of the Bicycle Street Inn on Mackinac Island, Michigan to KSL Capital Partners.

-Represented the seller of the Skyrock Inn in Sedona, AZ to an affiliate of Dauntless Capital Partners.

-Represented the seller of the Hotel Paradox in Santa Cruz, CA to Barings LLC.

-Represented the buyer of the Westin Hotel in San Jose, CA.

-Represented the seller of Hotel La Jolla in La Jolla California to Cambridge Landmark LLC.

-Represented the buyer in the acquisition, repositioning and later sale of the Ilikai Renaissance Hotel in Honolulu, Hawaii (sales price in excess of $200,000,000.00).

-Represented the buyer in the acquisition of an office building located at 45 E. 33 rd Street (between Park and Madison) in New York, N.Y., the demolition of the building, and the ground up development of a new Hilton Garden Inn. This engagement involved negotiation and drafting of a purchase and sale agreement, negotiation of land acquisition, construction and semi-permanent loans, negotiation and drafting of design and construction contracts, negotiation of a franchise agreement and negotiation and drafting of a third-party hotel management agreement.

-Represented Rim Hotel Group in the sale of a portfolio of hotels to a joint venture consisting of DLJ Real Estate Capital Partners Funds (an affiliate of Credit Suisse First Boston) and Windsor Capital Group, Inc. at a purchase price in excess of $120,000,000.00. The portfolio consisted of seven hotels (two of which were on ground leases) located throughout California. This transaction involved defeasance of a conduit loan made by Nomura Capital and serviced by GMAC.

-Represented the buyer of the Westin Bonaventure Hotel & Suites in Los Angeles, California. This engagement involved negotiation of a purchase and sale agreement with Equitable Life Assurance Company of America (which contained seller carry-back financing), performance of legal due diligence, negotiation of a franchise agreement with Westin License Company, and negotiation and preparation of a hotel management agreement with Interstate Hotels and Resorts. The engagement also involved the preparation of a retail lease form for approximately 45,000 square feet of retail space and negotiation and preparation of design and construction contracts for an $8,000,000.00 renovation of the hotel.

-Served as local counsel to Angelo Gordon in the sale of the Epiphany Hotel in Palo Alto, CA.

-Served as local counsel to HEI Hotels and Resorts in the sale of the W Hotel in West Hollywood.

-Represented Sand Hill Property Group in the sale of the Residence Inn located in Los Altos, CA to an affiliate of RLJ Holdings.

-Represented the seller of the Holiday Inn in Santa Maria, CA.

-Represented the seller of the Hilton Garden Inn in Burlingame, CA.

-Represented the seller of the Hotel Mark Twain located in San Francisco.

-Represented the seller of the Hampton Inn at SFO.

-Represented Holiday Garden U.S. in the purchase of the Embassy Suites hotel in

-Valencia, CA, the Townplace Suites in Newark, CA, the Hyatt Place in Emeryville, CA and the Spring Hill Suites in Fremont, CA, and in the sale of the Residence Inn at the Sacramento Airport.

-Represented the seller of the Station House Inn in South Lake Tahoe.

–Represented Yang Capital Group in the purchase of the Sandman Hotel in Santa Rosa, the Holiday Inn in Santa Maria, California, and the iconic Flamingo Hotel and Conference Center in Santa Rosa, CA.

-Represented The Carlyle Group in the acquisition and disposition of, and in the negotiation of franchise and management agreements for, all of its West Coast hotels.

-Represented the developer of the Via Hotel located across the street from Oracle Park (formerly AT&T) in the development of the hotel, including negotiation of construction and permanent financing and a hotel management agreement.

-Represented the buyer (including Joie de Vivre Hospitality) in the purchase and repositioning of the Radisson hotel in Sunnyvale, CA and later sale. The sale involved the drafting and negotiation of a purchase and sale agreement, defeasance of a CMBS loan, restructuring of the ownership entity to allow some but not all of the investors to engage in a Section 1031 Exchange and the acquisition of the Chaparral Hotel and Suites in Scottsdale, AZ as the replacement property.

-Represented the seller of the Springs Resort and Spa in Pagosa, Colorado.

-Represented the buyer of the Arlington Hilton hotel from Cornerstone. This engagement involved negotiation of a purchase and sale agreement, performance of legal due diligence, drafting and negotiation of a third-party hotel management agreement, negotiation of a franchise agreement with Hilton, and negotiation of loan documents.

-Represented Sand Hill Property Group in negotiation of a Residence Inn by Marriott franchise agreement for a hotel located in Menlo Park, CA.

-Represented the seller of the Holiday Inn Express at Fisherman’s Wharf to a joint venture consisting of Summit Hospitality and InterContinental Hotel Group.

-Represented Fullwel International Group in the purchase of a restaurant building in Foster City and development of a Towneplace Suites by Marriott in place of the restaurant. This engagement involved negotiation of a purchase and sale agreement and negotiation of a Towneplace Suites franchise agreement.

-Represented HEI Hotels and Resorts in negotiation and documentation of design and construction contracts for the renovation of the Sheraton Dallas North hotel located in Dallas, Texas and the Marriott hotel located in La Jolla, CA.

-Represented a developer in the purchase of a vacant lot located at 50 Trinity Plaza, New York, N.Y. from Sam Chang’s group and ground up development of an Indigo hotel.

-Represented Plumpjack Management Group in negotiation of a management agreement for the iconic Carneros Inn in Napa, California.

-Represented the buyer of a promissory note from Bank of America and simultaneous acquisition by deed in lieu of foreclosure of a building located in Santa Cruz, CA, which had been leased to the University of California at Santa Cruz for student housing. This engagement involved negotiation of construction and semi-permanent loans from Bank of America and conversion of the building into a hotel now known as the Hotel Paradox.

-Represented the developer in the ground up development of a 106-guest room boutique hotel in downtown Napa known as the River Terrace Inn. This representation involved negotiation and drafting of a management agreement with Driftwood Hospitality, review and negotiation of a construction loan with an out of state lender, negotiation and drafting of a construction contract with the developer’s general contractor, and negotiation and drafting of a restaurant lease for an upscale restaurant located adjacent to the hotel.

-Represented the owner of an office building in the mid-Market Street area of San Francisco in negotiation of a construction loan and semi-permanent loan provided by an EB-5 Regional Center and in drafting and negotiation of design and construction contracts for conversion of the office building into a boutique hotel/hostel.

-Represented Lighthouse Lodging Group in the formation of a joint venture with an equity party for the acquisition of the Marriott Hotel in Napa, CA, from Sunstone Hotels. This engagement involved negotiation of a joint venture agreement, negotiation of a franchise agreement with Marriott International and a hotel management agreement between the joint venture and Lighthouse Lodging Group.

-Represented The Rim Corporation, Inc., as managing partner, in connection with its joint venture with Angelo Gordon, as the money partner, in the acquisition of the Holiday Inn Hotel in Emeryville, CA from John Q. Hammons Hotels.

-Served as local counsel for Abacus Lodging Investors in the purchase of the Tuscan Inn at Fisherman’s Wharf.

-Represented a developer in the ground up development of a Staybridge hotel outside of Denver, CO.

-Represented a developer in the construction of a new Sheraton prototype in Northbrook, IL. This transaction involved the structuring and formation of the acquiring entity and negotiation of a ground sublease, franchise agreement, management agreement and loan documents.

-Represented a developer in the purchase of the Shattuck Hotel in Berkeley. This engagement involved the removal of permanent residents, eviction of a restaurant tenant, reinstatement of the restaurant’s liquor license and negotiation of a hold-back agreement with the seller to address a number of seller’s pre and post-closing liabilities.

-Represented an affiliate of Sand Hill Property Group in the sale of the Hilton Garden in Cupertino, CA. This engagement involved the preparation of a purchase and sale agreement, restructuring the entity holding the liquor license and transferring the liquor license to the restructured entity, defeasance of the seller’s loan and preparation and negotiation of a management agreement under which an affiliate of seller stayed on to manage the hotel for the buyer.

-Represented the buyer of the Doubletree Hotel at the San Francisco International Airport. This engagement involved negotiation of a purchase and sale agreement, performance of legal due diligence, negotiation of a management agreement with Hilton Hotels and negotiation of a shared parking agreement with the City of Burlingame, which later enabled the owner to build a 100-guest room expansion of the hotel.

-Represented the seller of the Estrella Inn & Villas in Palm Springs. This engagement involved the preparation of the purchase and sale agreement and loan documents for seller carry-back financing.

-Represented the California State University Maritime Academy in the purchase of a hotel and conversion to student housing.

-Represented the ground lessor of land located in Fresno, CA leased to a developer who developed a Courtyard by Marriott on the land in negotiation of an amendment to the ground lease which extends the ground lease and requires the ground lessee to bring the hotel into compliance with Marriott’s current Courtyard standards. Commercial, Office and Multi-Family Property and Transactions:

-Represented Nome Capital Partners in the purchase of office buildings totaling in excess of $500,000,000, including 2550 M. Street NW, Washington, DC, Center Court, Cerritos, CA, Pacific Gateway, West Sacramento, CA, Prospect Point, Rancho Cordova, 1625-1747 N. Market Street, Sacramento, CA and 1310 Harbor Bay, Alameda, CA.

-Represented Zarsion Holdings Group Company Ltd., a real estate developer in Beijing, China, in the formation of a joint venture with Signature Development Group, Inc., which was formed to develop a 1.6-billion-dollar mixed use development consisting of 64 acres along the Oakland waterfront, 3,000 residential units, 200,000 square feet of retail/commercial space, 30 acres of public parks and 200 boat slips known as the Brooklyn Basin/Oak to Ninth Street project. Led a nine-member team consisting of outside legal counsel and consultants in performing Zarsion’s due diligence and negotiated the agreements relating to the joint venture.

-Represented Faustus Capital LLC and Fullwel Management Inc. in the formation of a joint venture with Oceanwide Real Estate Group (Hong Kong) Company Ltd. for the purchase of a four and one-half acre mixed use development site in downtown Los Angeles known as Fig Central from the Moinion Group. This engagement involved negotiation of a purchase and sale agreement, the supervision of legal due diligence and negotiation of a joint venture agreement.

-Represented the buyer in the purchase of 71 Stevenson Place, San Francisco, a Class A office building in the CBD of San Francisco, and in connection with all lease matters relating to the building.

-Represented the buyer in the purchase of St. Elizabeth Place, a 700,000 square foot medical center in Dayton, Ohio.

-Represented the concessionaire of the iconic Cliff House Restaurant at Land’s End in San Francisco in connection with a $19,000,000 reconstruction.

-Represented the developer in structuring and drafting letters of intent and transaction documents for a major mixed-use (office, hotel and retail) project in Shanghai, China and worked with the developer’s Hong Kong and mainland China counsel in preparing the transaction documents.

-Represented two Valero companies in the sale of 80 gas stations and convenience stores located throughout California to an affiliate in connection with a corporate reorganization. This engagement involved the transfer of liquor and lotto licenses and the formation of a structure to minimize and/or avoid transfer taxes and real property tax reassessment.

-Represented the buyer in its purchase and later sale of 30 Allen Plaza, Atlanta, GA, a new Class A office project which was named to the Atlanta Business Chronicle’s Annual 2005 Best in Atlanta Real Estate Awards.

-Represented the buyer in the purchase of a 1,000+ unit apartment project located on 177 acres outside of Ann Arbor, Michigan from a bank that had acquired the property by foreclosure. This project involved the preparation of a PPM, preparation of a LOI, negotiation and preparation of a purchase and sale agreement (first as an asset purchase and later as an entity purchase), restructuring the bank’s loan, negotiation of loan documents and negotiation and preparation of a management contract.