exv10w5






Exhibit 10.5



Record and Return to:




Hunton & Williams LLP

1900 K Street NW

Washington DC 20006

Attn: Celeste White




ASSIGNMENT AND ASSUMPTION OF HISTORIC LEASE

(HL-SAFR001-00)




     This Assignment and Assumption of Historic Lease (HL-SAFR001-00) (this “Agreement”) is
made and entered into as of February 16, 2011 (the “Effective Date”) by
and among UNITED STATES DEPARTMENT OF THE INTERIOR, NATIONAL PARK SERVICE, ACTING THROUGH THE
REGIONAL DIRECTOR, PACIFIC WEST REGION, AN AGENCY OF THE UNITED STATES OF AMERICA
(“Lessor”), MARITIME HOTEL ASSOCIATES, L.P., a California limited partnership
(“Assignor”), and WILDCATS OWNER LLC, a Delaware limited liability company
(“Assignee”).



RECITALS




     A. Assignor is the lessee, and Landlord the lessor, under that certain Historic Lease
(HL-SAFR001-98) dated as of October 16, 2000, as amended by that certain First Amendment to
Historic Lease (HL-SAFR001-98) effective as of January 16, 2001, that certain Second Amendment to
Historic Lease (HL-SAFR001-98) dated effective as of January 18, 2001, that certain Third Amendment
to Historic Lease (HL-SAFR001-98), effective as of January 22, 2001, that certain Fourth Amendment
to Historic Lease (HL-SAFR001-98), effective as of January 24, 2001, that certain Fifth Amendment
to Historic Lease (HL-SAFR001-98), effective as of January 29, 2001, that certain Sixth Amendment
to Historic Lease (HL-SAFR001-98), effective as of February 1, 2001, that certain Seventh Amendment
to Historic Lease (HL-SAFR001-98), effective as of February 6, 2001, that certain Eighth Amendment
to Historic Lease (HL-SAFR001-98), effective as of August 10, 2001, that certain Ninth Amendment to
Historic Lease (HL-SAFR001-98), effective as of May 14, 2004, that certain Tenth Amendment to
Historic Lease (which corrected designation to HL-SAFR001-00), effective as of September 18, 2008
and that certain Eleventh Amendment to Historic Lease (HL-SAFR001-00), dated as of the date hereof
(collectively, the “Lease”), relating to that certain real property described in
Exhibit A attached hereto. A Memorandum of Lease with respect to the Lease was recorded by
the San Francisco Assessor-Recorder on July 25, 2001, as Instrument Number 2001-G986437-00.
Capitalized terms used herein and not defined shall have the meanings assigned to them in the
Lease.



     B. Assignor has agreed, to sell, and Assignee has agreed to purchase, that certain hotel
located at 495 Jefferson Street, San Francisco, California, and commonly known as the Argonaut
Hotel, which is subject to the Lease.



 









 





     C. In connection with the purchase and sale of the hotel, Assignor desires to assign, and
Assignee desires to assume, all of the rights and obligations of Assignor as Lessee under the
Lease.



AGREEMENT




          NOW THEREFORE, in consideration of the agreements and conditions contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor,
Assignee and Lessor agree as follows, with effect as of the Effective Date:





	1.	 	Assignment and Assumption of Lease.






	 	1.1	 	Effective as of the Effective Date, Assignor does hereby assign and
delegate all of its right, title, interest and obligations in, to and under the
Lease to Assignee.
	 
	 	1.2	 	Assignee does hereby accept the foregoing assignment and delegation
of the Lease and hereby assumes and agrees to observe and perform all of the
obligations, terms, covenants and conditions of the Lessee under the Lease
accruing from and after the Effective Date. The Lease shall continue in full
force and effect from and after the Effective Date.
	 
	 	1.3	 	From and after the date hereof, the defined term “Lessee” in the
Lease shall refer to Assignee.
	 
	 	1.4	 	Each of Assignor and Assignee hereby represents and warrants that
it has full power and legal right and authority to execute this Agreement.






	2.	 	Lessor’s Consent and Release.






	 	2.1	 	Lessor acknowledges and consents to the foregoing assignment and
delegation to and assumption by Assignee of the Lease.
	 
	 	2.2	 	Lessor hereby releases Assignor from all obligations and
liabilities of “Lessee” under and relating to the Lease that accrue from and
after the Effective Date.






	3.	 	Miscellaneous.






	 	3.1	 	As between Assignor and Assignee, this Agreement does not enlarge,
restrict or otherwise modify the terms of the purchase and sale or constitute a
waiver or release by Assignor or Assignee of any liabilities, duties or
obligations imposed upon them (or any of their respective affiliates) by the
terms of the purchase and sale.




2









 






	 	3.2	 	This Agreement may be executed in two or more counterparts, each of
which so executed and delivered shall be deemed an original, but all of which
taken together shall constitute but one and the same instrument.





[Remainder of Page Intentionally Left Blank]




3









 





     IN WITNESS WHEREOF the parties have duly executed this Agreement the day and year first above
written.



	 	 	 	 	 
	 	“ASSIGNOR”



MARITIME HOTEL ASSOCIATES, L.P.,

a California limited partnership

 	 
	 	By:  	 	Hyde Street Hospitality, LLC,

a Delaware limited liability company
 	 
	 	Its:  	 	
General Partner

 	 



	 	 	 	 	 
	 	By:  	                                      /s/ Judith C. Miles
 	 
	 	 	Name:  	Judith C. Miles            	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	“ASSIGNEE”



WILDCATS OWNER LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Raymond D. Martz
 	 
	 	 	Name:  	Raymond D. Martz       	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	“LESSOR”



NATIONAL PARK SERVICE

 	 
	 	By:  	/s/ Christine S. Lehnertz
 	 
	 	 	Name:  	Christine S. Lehnertz      	 
	 	 	Title:  	Regional Director 	 
	 



Signature Page to Assignment and Assumption of Historic Lease




	 	 	 	 	 













 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



ACKNOWLEDGEMENT




	 	 	 	 	 
	STATE OF California

	 	)	 	 
	 

	 	)  ss.	 	 
	COUNTY OF San Francisco

	 	)	 	 





On February 28, 2011, before me, Grace Y Nishkalva, Notary
Public,



personally appeared Judith C. Miles ,



who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that she/he executed the same in her/his authorized
capacity, and that by her/his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.



WITNESS my hand and official seal.




	 	 	 

	/s/ Grace Y Nishkalva
 


	 	 
	Signature of Notary Public

	 	Place Notary Seal






Signature Page to Assignment and Assumption of Historic Lease














 








ACKNOWLEDGEMENT




	 	 	 	 	 
	STATE OF Maryland

	 	) 	 	 
	 

	 	)  ss.	 	 
	COUNTY OF Montgomery

	 	)	 	 





On January 28 , 2011, before me, Elizabeth A Wyche, Notary
Public,



personally appeared Raymond D. Martz,



who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that she/he executed the same in her/his authorized
capacity, and that by her/his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of Maryland that the
foregoing paragraph is true and correct.



WITNESS my hand and official seal.




	 	 	 

	/s/ Elizabeth A. Wyche
	 	 
	 
	 	 
	Signature of Notary Public

	 	Place Notary Seal






Signature Page to Assignment and Assumption of Historic Lease














 








ACKNOWLEDGEMENT




	 	 	 	 	 
	STATE OF California

	 	)	 	 
	 

	 	)  ss.	 	 
	COUNTY OF Alameda

	 	)	 	 





On Feb 14, 2011, before me, Natascha H Fraser, Notary
Public,



personally
appeared Christine S Lehnertz,



who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that she/he executed the same in her/his authorized
capacity, and that by her/his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.



WITNESS my hand and official seal.




	 	 	 

	/s/ Natasha H Fraser
 


	 	 
	Signature of Notary Public

	 	Place Notary Seal







Signature Page to Assignment and Assumption of Historic Lease















 








EXHIBIT A

LEGAL DESCRIPTION



Real property in the City of San Francisco, County of San Francisco, State of California, described
as follows:




PARCEL ONE:



BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF JEFFERSON STREET WITH THE EASTERLY
LINE OF HYDE STREET; RUNNING THENCE EASTERLY ALONG SAID LINE OF JEFFERSON STREET 202.834 FEET TO A
POINT DISTANT THEREON 209.666 FEET WESTERLY FROM THE WESTERLY LINE OF LEAVENWORTH STREET; THENCE
DEFLECTING 89° 55’ 30” TO THE RIGHT AND RUNNING SOUTHERLY 141.370 FEET; THENCE SOUTHERLY AND
SOUTHEASTERLY ALONG A CURVE TO THE LEFT TANGENT TO THE PRECEDING COURSE, WHICH CURVE HAS A RADIUS
OF 301.90 FEET, A CENTRAL ANGLE OF 26° 16’ 49.43”, AN ARC DISTANCE OF 138.475 FEET TO A POINT ON
THE NORTHERLY LINE OF BEACH STREET; THENCE DEFLECTING 116° 21’ 19.43” TO THE RIGHT FROM THE TANGENT
OF THE PRECEDING CURVE AT LAST SAID POINT AND RUNNING WESTERLY ALONG SAID LINE OF BEACH STREET
234.400 FEET TO THE EASTERLY LINE OF HYDE STREET; THENCE NORTHERLY ALONG SAID LINE OF HYDE STREET
275.00 FEET TO THE POINT OF BEGINNING.




BEING A PORTION OF 50 VARA BLOCK NO. 259.



EXCEPTING THEREFROM: THE RETAINED SPACE AS DEFINED AND SET FORTH IN THAT CERTAIN MEMORANDUM OF
LEASE RECORDED JULY 25, 2001 AS DOCUMENT NO. 2001-G986437-00 OF OFFICIAL RECORDS OF THE CITY AND
COUNTY OF SAN FRANCISCO, CALIFORNIA.



FURTHER EXCEPTING THEREFROM: THE PREMISES EXTENDING BELOW (A) THE BOTTOM SURFACE OF THE CONCRETE
SLAB ON THE LOWEST LEVEL OF THE HASLETT WAREHOUSE, EXCEPT FOR THE SPECIFIC BUILDING FOUNDATION
STRUCTURES, (B) OR THE BOTTOM SURFACE OF THE HARDSCAPE OR ANY IMPROVEMENTS INSTALLED BY THE LESSEE
SUPPORTING SUCH HARDSCAPE ON THE ABOVE-DESCRIBED LAND THAT IS NOT SITUATED UNDER THE HASLETT
WAREHOUSE.



FURTHER EXCEPTING THEREFROM: ALL MINERAL DEPOSITS AS DEFINED IN SECTION 6407 OF THE PUBLIC
RESOURCES CODE, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS, AS RESERVED
IN THE “QUITCLAIM DEED” RECORDED APRIL 9, 1998 BOOK H108 PAGE 319, OFFICIAL RECORDS.
















 








PARCEL TWO:



A PERPETUAL EASEMENT APPURTENANT TO THE ABOVE DESCRIBED PROPERTY OVER A STRIP OF LAND 3.50 FEET IN
WIDTH LYING CONTIGUOUS TO AND EASTERLY OF THE EASTERLY BOUNDARY LINE OF THE ABOVE DESCRIBED
PREMISES AND EXTENDING FROM THE NORTHERLY LINE OF BEACH STREET TO A POINT 27 FEET AND 1-1/8 INCHES
SOUTHERLY FROM THE SAID SOUTHERLY LINE OF JEFFERSON STREET, THIS EASEMENT BEING THE PURPOSES OF
PERPETUALLY MAINTAINING SUITABLE CLEARANCE FOR SPUR TRACT PURPOSES; AND NO STRUCTURE SHALL BE
CONSTRUCTED IN, OVER OR UPON SAID 3.50 FOOT STRIP OF LAND EXCEPT SUCH STRUCTURES AS MAY BE REQUIRED
TO DRAIN, MAINTAIN, SUPPORT OR CONSTRUCT A SPUR TRACK AT ANY ELEVATION REQUIRED BY GOOD RAILROAD
PRACTICE, AS CREATED AND RESERVED IN THE DEED FROM CALIFORNIA PACKING CORPORATION, A NEW YORK
CORPORATION, TO SECURITY LITHOGRAPH COMPANY, A CALIFORNIA CORPORATION, DATED FEBRUARY 12, 1948, AND
RECORDED FEBRUARY 16, 1948 IN BOOK/REEL 4815 AT PAGE/IMAGE 487 OF OFFICIAL RECORDS OF THE CITY AND
COUNTY OF SAN FRANCISCO, CALIFORNIA.




PARCEL THREE:



A NON-EXCLUSIVE EASEMENT AS AN APPURTENANCE TO PARCEL ONE ABOVE, FOR REASONABLE ACCESS THROUGH THE
RETAINED SPACE AS DEFINED AND SET FORTH IN THAT CERTAIN MEMORANDUM OF LEASE RECORDED JULY 25, 2001
AS DOCUMENT NO. 2001-G986437-00 OF OFFICIAL RECORDS OF THE CITY AND COUNTY OF SAN FRANCISCO,
CALIFORNIA AND DESCRIBED IN SECTION 2.1.2 OF THE LEASE DATED OCTOBER 16, 2000.




     Assessor’s Lot 002; Block 0010