exv10w3









Exhibit 10.3




Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 1




TENTH AMENDMENT

TO

HISTORIC LEASE

(HL-SAFR001-00)




     THIS TENTH AMENDMENT TO HISTORIC LEASE (HL-SAFR001-00) (“Tenth Amendment”), dated for
reference purposes December 9, 2008 and retroactively effective as of September 18, 2008, is made
and entered into by and between the 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”)
and Maritime Hotel Associates, L.P., a California limited partnership whose General Partner is Hyde
Street Hospitality, LLC, a wholly-owned subsidiary of Kimpton Group Holding LLC, a Delaware limited
liability company (“Lessee”).



RECITALS




     This Tenth Amendment is entered upon the basis of the following facts, understandings and
intentions of the parties.



     WHEREAS, Lessor and Lessee entered into that certain Historic Lease (HL-SAFR001-98), effective
as of October 16, 2000 (the “Original Lease”), as amended by that certain First Amendment to
Historic Lease effective as of January 16, 2001 (the “First Amendment”), that certain Second
Amendment to Historic Lease effective as of January 18, 2001 (the “Second Amendment”), that certain
Third Amendment to Historic Lease effective as of January 22, 2001 (the “Third Amendment”), that
certain Fourth Amendment to Historic Lease effective as of January 24, 2001 (the “Fourth
Amendment”), that certain Fifth Amendment to Historic Lease effective as of January 29, 2001 (the
“Fifth Amendment”), that certain Sixth Amendment to Historic Lease effective as of February 1, 2001
(the “Sixth Amendment”), that certain Seventh Amendment to Historic Lease (which corrected the
designation to HL-SAFR001-00) effective as of February 6, 2001 (the “Seventh Amendment”), that
certain Eighth Amendment to Historic Lease effective as of August 10, 2001 (the “Eighth
Amendment”), and that certain Ninth Amendment to Historic Lease effective as of May 14, 2004 (the
“Ninth Amendment”), which shall be amended by this Tenth Amendment. This Tenth Amendment, together
with the Original Lease, as amended by the First Amendment, the Second Amendment, the Third
Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment,
and Ninth Amendment hereinafter shall be referred to collectively as the



***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 2



“Lease”; and




     WHEREAS, pursuant to Section 5.5.1.1 of the Lease, CPI adjustments to the Base Rental shall be
made every five (5) years during the Term with the first such adjustment to be made on the first
day following the fifth anniversary of the issuance of the Certificate of Occupancy or Conditional
Certificate of Occupancy, whichever occurs first; and



     WHEREAS, Lessor and Lessee desire to amend the Lease to reflect the first CPI adjustment to
Base Rental in the manner set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth below and
other good and valuable consideration, the parties hereto agree as follows:



     1. The capitalized terms not otherwise defined herein shall have the meanings given in the
Lease.



     2. Pursuant to Section 5.5, Lessee is obligated to pay Base Rental, as part of the Annual
Rental, commencing with the first day following issuance of the Certificate of Occupancy or
Conditional Certificate of Occupancy, whichever occurs first.



     3. The Certificate of Occupancy was issued on September 17, 2003, therefore pursuant to
Section 5.5.1.1 of the Lease, the first adjustment to the Base Rental shall occur on September 18,
2008. In addition, pursuant to Section 5.2 of the Lease, Lease Year 1 commenced on September 17,
2003 and each subsequent Lease Year shall commence on January 1 thereafter. A copy of the
Certificate of Occupancy is attached hereto as Exhibit A.



     4. Pursuant to Section 5.5 of the Lease, the initial amount of the Base Rental was One Million
Dollars ($1,000,000) payable in equal monthly installments of Eighty-Three Thousand Three Hundred
and Thirty-Three Dollars and Thirty-Three cents ($83,333.33).



     5. Pursuant to Section 5.5.2 of the Lease, Lessor notified Lessee that commencing as of
September 18, 2008, the Base Rental, as adjusted by CPI, shall be in the amount of One Million Two
Hundred Thousand Dollars ($1,200,000), payable in



***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 3



equal monthly installments of One Hundred
Thousand Dollars ($100,000). A worksheet showing the CPI calculations, together with a chart of
the annual CPI, are attached hereto as Exhibits B-1 and B-2.




     6. Pursuant to Section 5.5.1.1 of the Lease, CPI adjustments applicable to a partial month
shall be remitted with the first full monthly payment due at the adjustment amount, however, since
the amount of the CPI adjustment was not known until release of the October, 2008 CPI for the Bay
Area, which occurred in December, 2008, Lessee received notification of the increase after the
October, November and December 2008 payments of Base Rental were paid by Lessee to Lessor.
Therefore, payment in the amount of Fifty-seven Thousand One Hundred Twenty-Three Dollars and
Thirty Cents ($57,123.30) shall be due on December 30, 2008; which payment is comprised of the
following amounts owed:



	 	 	 	 	 

	September 2008
	 	$	7,123.29	 
	October 2008
	 	$	16,666.67	 
	November 2008
	 	$	16,666.67	 
	December 2008
	 	$	16,666.67	 
	 
	 	 	 
	 
	 	$	57,123.30	 






     7. Commencing as of January 1, 2008 (Lease Year 6) through Lease Year
38, Percentage Rental shall be calculated pursuant to Section 5.6.1.3 of the Lease.



     8. Pursuant to Section 5.5.2 of the Lease, Lessor’s notice to Lessee of the CPI adjustment
constitutes an amendment to the Lease as if duly executed by the Parties. This Tenth Amendment
memorializes that amendment for the parties’ record-keeping purposes.



     9. This Tenth Amendment may be executed in counterparts, each of which shall constitute an
original, and all of which together shall constitute one and the same instrument.



     10. Except as otherwise expressly modified by the terms of this Tenth Amendment, the Lease
remains unchanged and in full force and effect.





***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 4




     IN WITNESS WHEREOF, the Regional Director of the Pacific West Region of the National Park
Service, acting on behalf of the United States, in the exercise of the delegated authority from the
Secretary, as Lessor, and Lessee have executed this Tenth Amendment by proper persons thereunto
duly authorized as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 

	MARITIME HOTEL ASSOCIATES, L.P.,	 	 	 	NATIONAL PARK SERVICE	 	 
	a California limited partnership	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Hyde Street Hospitality, LLC,	 	 	 	 	 	 	 	 
	 	 	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Its:	 	General Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ben Rowe
 

Ben Rowe
	 	 
	 	By:

Name:
	 	/s/ George J. Turnbull
 

George Turnbull
	 	 
	 

	 	Title:
	 	Chief Financial Officer
	 	 	 	Title:
	 	Deputy Regional Director, PWRO	 	 






***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 5




Exhibit A




Certificate of Occupancy



[Attached]



***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 6




Exhibit B-1




Worksheet for CPI Calculations



[Attached]



***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****




 









 








Tenth Amendment

Haslett Warehouse

HL-SAFR001-00

Page 7




Exhibit B-2



Annual CPI



[Attached]



***SAN FRANCISCO MARITIME NATIONAL HISTORICAL PARK***

****PACIFIC WEST REGION — NATIONAL PARK SERVICE ****