Skyline - Paul, Weiss, Rifkind, Wharton & Garrison

Skylinere a l e s t a t ey e a r - i n - r e v i e w2 0 0 9

© 2010 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this brochure may be considered attorney advertising. Past representations are no guarantee of future outcomes.ContentsDevelopment 3Sales, acquisitions & financing 7Leasing 13Workouts, Disputes & Restructuring 17International Real Estate 21funds & institutional investorS 24

pa r t n e r sSteven Simkinssimkin@paulweiss.com212-373-3073Mitchell L. Bergmberg@paulweiss.com212-373-3048Meredith J. Kanemjkane@paulweiss.com212-373-3065Harris B. Freidushfreidus@paulweiss.com212-373-3064Skyliner e a l e s t a t e y e a r - i n - r e v i e w 2 0 0 9Peter E. Fischpfisch@paulweiss.com212-373-3424c o u n s e lAllen M. Wiederawieder@paulweiss.com212-373-3041Ira J. Gilbertigilbert@paulweiss.com212-373-3529Barry Langmanblangman@paulweiss.com212-373-3370p a u l , w e i s s , r i f k i n d , w h a r t o n & G a r r i s o n l l p

Skyline re a l e s t a t e y e a r - i n - r e v i e w 2 0 0 9Friends, clients, colleagues,It was quite a year.Law firms and their clients were rocked by the most severe economicdownturn in nearly a century. A continuing credit freeze kept thedemand for commercial properties low, while reduced consumerspending and a gloomy job market exacerbated the worst crisis in thereal estate sector in recent memory.But our clients survived, weathering unprecedented conditionsand executing innovative transactions. From high-profile civic andcommercial developers, who are helping to shape the New Yorkcityscape, to corporations engaged in high-stakes restructuringsand precedent-setting arbitrations, our clients at home and abroadcontinued to lead the industry by making the most out of thisdemanding year.Skyline 2009 represents the highlights of the work that we performedfor our clients. We are delighted to be able to provide trusted counselto a remarkable clientele.Sincerely,Steven SimkinChair, Paul, Weiss Real Estate Department

s k y l i n e 2 0 0 9“New construction” is not an anachronism.In the worst credit market in decades, Paul, Weisshelped investors, lenders and governmentclients do more than simply weather the storm.We turned their most complex and large-scaleprojects into value-added opportunities.DD e v e l o p m e n t3

MTA's Atlantic Yards DevelopmentProject ClosesWe represented MetropolitanTransportation Authority in the sale toForest City Ratner Companies of the airspace development rights over MTA'sVanderbilt Railyards to be included inthe multi-billion dollar Atlantic Yardsdevelopment project. Under the Stateapprovedproject plan, which covers22 acres in the Brooklyn, New Yorkneighborhoods of Prospect Heights andPark Slope, Forest City is to build a newarena for the Nets basketball team, as wellas up to 16 residential and commercialbuildings and a new railyard facility forMTA. Much of the residential andcommercial construction is to occuron platforms to be constructed by thedeveloper over the MTA Railyards. Atlantic Rail Yards - Barclays CenterFlushing Commons DevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringInternational Real Estatefunds & institutional investorsRockefeller Group and TDC To Develop in Downtown FlushingWe represented the Rockefeller Group Development Corporation and TDCDevelopment & Construction Corporation in signing contracts to acquire anddevelop a five-acre site in downtown Flushing, Queens. The proposed $850million Flushing Commons development will create a 1.7-million-square-foot"town center" including residential condominiums, retail space, office and/orhotel space, 1600-car underground parking facility, state of the art YMCA andlandscaped central plaza.

d e v e l o p m e n t s k y l i n e 2 0 0 9 Ace Hotel, New YorkAce Hotel Opens in New YorkWe represented the landowner in connection witha renegotiation of a long-term ground lease thatenabled the tenant to attract the Ace Hotel brand,refurbish the hotel, remove the permanentoccupants, and redesign the lobby, hotel rooms,and restaurant to create one of the new hot spotsin New York City.

s k y l i n e 2 0 0 9SThere’s an upside to the downside. Uncertain creditconditions have created a volatile marketplace repletewith opportunities. With a sophisticated and thoroughunderstanding of complex real estate properties,Paul, Weiss helps our clients structure innovative transactions.s a l e s , a c q u i s i t i o n s & f i n a n c i n g7

Simon Property GroupPurchases Prime Outlets MallsWe represented Prime OutletsAcquisition Company and certainof its affiliated entities in theirsale of their outlet shoppingcenter business to SimonProperty Group, Inc., the largestpublic U.S. real estate company.The transaction was valued atapproximately $2.325 billion,including the assumption of PrimeOutlets' existing indebtedness andpreferred stock. Prime Outlets MallsDevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringYale Law School Community Economic Development Clinic Revitalizes New HavenWe assisted students in the Community Economic Development Law clinic at Yale Law School inrepresenting the Greater Dwight Community Investment Corporation in the leasing and managementof Shaw's Plaza Shopping Center on Whalley Avenue in New Haven, Connecticut. We advised onleasing retail space and closing a mortgage loan refinancing for this urban shopping center, whichhouses the only full-service supermarket within the city of New Haven.International Real Estatefunds & institutional investors

NRDC Structures Agreements forTwo Iconic RetailersWe provide ongoing representation toNRDC Equity Partners in its capacityas the owner of Hudson's BayCompany, Canada's largest retailerand North America's oldest company,and Lord & Taylor. The combinedcompany has revenues of more than$8 billion and controls 55 millionsquare feet of space in NorthAmerica. Our work for NRDC in2009 included amendments to itsagreements with its common equityand preferred equity partners. NRDC’s Lord & Taylor, New York City Brooklyn Academy of MusicDevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringInternational Real Estatefunds & institutional investorsBrooklyn Academy of Music Expands Rehearsal and Performance SpaceWe advised the Brooklyn Academy of Music in the purchase from a private developer of alandmark building adjacent to the main BAM campus. The new building, which is beingcompletely rehabilitated by BAM, will house rehearsal, performance and community space.

Historic Bowne House To Be Renovated and Re-OpenedWe represented The Bowne House Historical Society in the donation of itshistoric house in Flushing, Queens to the City of New York. The City ParksDepartment, along with the Historic House Trust and the Bowne HouseHistorical Society, will renovate and re-open the landmark house to the publicas a museum. Built in 1661, Bowne House is the oldest house in Queens andamong the oldest buildings in New York City. It is especially significant becauseof the association of John Bowne, its first inhabitant, with the principle offreedom of religion, later embodied in the First Amendment.Rockrose New York Properties Rockrose Founders and Owners Guided ThroughCompany's DivisionWe represented H. Henry Elghanayan, one of the founders andowners of Rockrose Development Corp., in the division of amultibillion dollar real estate company in a complex transactioninvolving dozens of properties in New York and Washington, D.C.United American Land Sells Brooklyn AssemblageWe assisted our client in selling the first six of eleven parcels,comprising an assemblage in downtown Brooklyn, to a developerfor a residential/retail complex. We helped structure thislong-term transaction to accommodate various tax, zoning andfinancial requirements, and anticipate conveying the remainingparcels during 2010 and 2011.p a u l , w e i s s , r i f k i n d , w h a r t o n & G a r r i s o n l l p 1 1

s a l e s , a c q u i s i t i o n s & F i n a n c i n g s k y l i n e 2 0 0 9Bronx Museum for the Arts ExpandsWe helped the Bronx Museum for the Artssecure a loan from the Bronx OverallEconomic Development Corporation (whichis an initiative of and receives its fundingfrom the city, state and federal governmentsunder the empowerment zone program) inorder to acquire property adjacent to themuseum. We are currently assisting themuseum with its agreements with the NewYork City Department of Cultural Affairs. Bronx Museum for the Arts Memorial Sloan-Kettering New Facilities in Brooklyn (L) and Westchester (R)Memorial Sloan-Kettering Expands with Facilities inWestchester and BrooklynWe represented Memorial Sloan-Kettering Cancer Center in itsacquisition of the land and building at 500 Westchester Avenue inWhite Plains, New York. The renovated 120,000-square-foot structurewill serve as a satellite treatment facility for patients resident inWestchester County. We have also represented this client with referenceto various leasing transactions, including the lease of another newsatellite treatment facility at 557 Atlantic Avenue in Brooklyn.

s k y l i n e 2 0 0 9Managing risk and streamlining operations: Many companiesspent 2009 getting back to basics as the market began tostabilize. Paul, Weiss helped landlords and tenants executevalue-added agreements quickly and favorably. With decadesof experience and encyclopedic knowledge, we stand readyLto help clients with every kind of leasing transaction.l e a s i n g13

Cooper Union Leases 51 Astor PlaceWe continued to represent The Cooper Union for the Advancement of Science and Art in its ongoing long-termground lease relationship with an affiliate of Edward J. Minskoff Properties. The negotiations required significantcreative deal structuring in order to satisfy the ever-changing demands of the credit community in light of recentmarket events.The Cooper UnionDoosan Takes New Spacein New York Metro AreaWe represented an affiliateof Doosan Corporation, aKorean conglomerate,during lease negotiations inwhich it expanded its NewYork metro area operationsto a new facility in Montvale,New Jersey. 1285 Avenue of the AmericasDevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringInternational Real Estatefunds & institutional investorsLaw Firms Involved in Top Two OfficeLeases in ManhattanDrawing upon our experience with major lawfirm leases, we negotiated the two largest leasetransactions in Manhattan. We representedour firm in the 15-year renewal of our550,000-square-foot headquarters spacein Midtown. Additionally, we represented alandlord client in the 10-year renewal ofStroock & Stroock & Lavan's lease of250,000-square feet in the Financial District.

The LucidaProminent Landowner LeasesSpace on Upper East SideWe continue to represent the interestsof a major New York City landownerin connection with its position aslandlord under a ground leasecovering the lower floors and amenityfacility of a new East Side residentialcondominium. KimayaIndian Luxury Goods Store Expands to U.S.We represented the landlord on leasing landmarkretail space on Madison Avenue to an affiliate ofKimaya, a high-end fashion and jewelry retailer basedin India, for its first U.S. location. We also assistedthe landlord on a long-term lease and renovationarrangements with designer Devi Kroell for herretail space.p a u l , w e i s s , r i f k i n d , w h a r t o n & G a r r i s o n l l p 1 5

Poets House Opens New Home inBattery Park CityWe advised Poets House in the long-termlease from Battery Park City Authority andbuild-out of a 11,000-square-foot public spacein the Battery Park City neighborhood. Thepermanent, new home for Poets House, whichopened in fall 2009, houses a library of morethan 50,000 poetry titles, and hosts poetryreadings, discussions, workshops and children'sactivities.l e a s i n g s k y l i n e 2 0 0 9Financial Firms Lease ManhattanOffice SpaceWe were active participants in theManhattan office leasing market, workingwith various hedge funds and financialservices clients to negotiate new leases. 1271 Avenue of the Americas Poets HouseTime Warner Affiliate Enters into New Sublease with Lehman BrothersFollowing Lehman Brothers Holdings Inc.'s rejection in bankruptcy of its previous sublease in theTime and Life Building, located at 1271 Avenue of the Americas in Manhattan, we represented anaffiliate of our client Time Warner Inc. in entering into a new sublease with Lehman.New School Opens for Low-IncomeResidents of BrooklynWe advised on the renovation and leasingof a new Catholic academy, Pope JohnPaul II Academy, in the Bushwick sectionof Brooklyn that will offer free tuition tostudents whose families are under thefederal income threshold for poverty.

s k y l i n e 2 0 0 9WIt was a perfect storm. Liquidity challenges, reduced consumerspending, a shrinking demand for office space and weak credit conditionsroiled U.S. commercial real estate. Bankruptcy loomed large across theretail landscape. But Paul, Weiss real estate lawyers joined with ourbankruptcy and litigation teams to help clients navigate through the mostdangerous disputes, workouts and restructurings.w o r k o u t s , d i s p u t e s & r e s t r u c t u r i n g17

Miami's Fontainebleau Resort Restructures DebtWe are representing the joint venture that owns, and recentlyre-developed, the iconic Fontainebleau Resort in Miami,in negotiations with its lenders for a potential substantialrestructuring of its debt.Citigroup Engages in Real Estate LitigationWe represent Citigroup in connection with litigationagainst subsidiaries and principals of The PyramidCompanies concerning Citi's mortgage and mezzanineloans secured by the Carousel Center Mall in Syracuse,New York, and the construction loan for the developmentof the Destiny USA expansion to the mall. Fontainebleau Resort, MiamiNew York City Select Service Hotels Gemini Acquires Hotel Mortgage LoansWe represented Gemini Real Estate Advisors inthe acquisition of three mortgage loans, eachencumbering one of Gemini’s New York Cityselect service hotels, and the financing of theacquisition through a repurchase facility.DevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringInternational Real Estatefunds & institutional investors

Capmark Restructures ResortDevelopment LoanWe represented an affiliate of CapmarkInvestments, L.P. in restructuring a resortland development loan secured by a projecton the Kona Coast of the Big Island ofHawaii.Fund Manager Restructures HudsonWaterfront Mortgage LoanOn behalf of a hedge fund client, wecompleted the restructuring of a mortgageloan secured by a large brownfielddevelopment site on the Hudson Riverwaterfront by consummating a transfer ofthe property in its entirety to the client inlieu of foreclosure of the loan. Kona Coast, Hawaii 1412 BroadwayMurray Hill Buys Out Joint Venture Partner at 1412 BroadwayWe represented Murray Hill Properties in connection with their buy-out of an institutionaljoint venture partner in the land and building at 1412 Broadway in New York, as well as thediscounted purchase of their outstanding mezzanine financing. This will enable Murray Hillto reposition this asset with a much more beneficial cost structure.Prominent New York Land Owner Secures Rental ResetWe represented the owners of the land under an upper East Side cooperative in resetting therent for the next 25 years under the ground lease for that site. Following extensive analysisand consultation with appraisers and market participants, we were able to secure a significantrental reset and other consideration for the client, without the need for arbitration.p a u l , w e i s s , r i f k i n d , w h a r t o n & G a r r i s o n l l p 1 9

w o r k o u t s , d i s p u t e s & r e s t r u c t u r i n g s k y l i n e 2 0 0 9Citigroup Restructures Loan on Chrysler HeadquartersWe assisted our long-term client Citigroup with the restructuring of its mortgageloan on the Chrysler headquarters in Auburn Hills, Michigan. Following Chrysler’sbankruptcy, the restructuring achieved greater security for Citigroup while enablingChrysler to maintain its headquarter facilities.The Rouse Company Engages in a Pre-Bankruptcy EffortWe represented an ad hoc committee of holders of the $2.2 billion bonds issued byThe Rouse Companies in connection with a pre-bankruptcy effort to achieve anout-of-court restructuring of The Rouse Companies/General Growth Properties.Paul, Weiss currently represents American High Income Trust in its capacity as amember of the Official Committee of Unsecured Creditors appointed in theGeneral Growth Properties bankruptcy proceeding. Chrysler Headquarters, Auburn Hills, Michigan 111 Wall StreetZurich Alternative AssetManagement Completes ArbitrationWe assisted Zurich Alternative AssetManagement, LLC with the rentreappraisal under a ground lease, basedon the fair market value of the landunderlying 111 Wall Street – one of thefirst arbitrations of its kind since testingthe effects of the economic crisis onManhattan real estate values. Ourrepresentation included working with anextensive team of experts from all sectorsof the Manhattan real estate industryto develop a residual value analysisevaluating four alternative uses forthe site, and presenting the model ina 10-day hearing.

s k y l i n e 2 0 0 9IWealth is shifting across the globe; companies need theconfidence to move into new markets, and the flexibility toexploit exotic investment prospects. For decades, ouroffices in Tokyo, Hong Kong and London have uncoveredunexpected opportunities for American, European andAsian investors in a variety of international markets.i n t e r n a t i o n a l r e a l e s t a t e21

Marina Bay Sands, Singapore Cotai Strip, MacauLas Vegas Sands Continues ToDevelop Resorts in Macau andSingaporeWe continued to assist long-time clientLas Vegas Sands (LVS) with variousinternational projects. Our work in 2009included various tasks in connection withthe development of the Marina Bay SandsIntegrated Resort in Singapore, which willinclude hotel, gaming, retail, conventioncenter and cultural components and willbe the only gaming facility on theSingapore mainland; the developmentand contemplated sale of Four Seasonsprivate residences in Macau; amendmentsto LVS’ existing $3.3 billion Macau creditfacility and negotiations in connectionwith a contemplated new $1.75 billionconstruction loan for the developmentof additional casino resorts on the CotaiStrip in Macau.DevelopmentSales, acquisitions & financingLeasingWorkouts, Disputes & RestructuringInternational Real Estatefunds & institutional investors

Client Sells Interest in CanadianHotel and Retail PropertiesWe helped achieve the sale of a client'sinterest in a joint venture owning hoteland retail properties in British Columbia.This sophisticated cross-border transactioninvolved intricate structuring to addresstax matters and other issues. IREO Projects: The Uptown (top) and The Grand Arch (bottom)IREO Continues Development Projectsin IndiaWe continued to represent IREO, a leadingreal estate developer in India, in a variety oftransactions, including joint ventures withIndian developers and other strategic partners.Earlier this year, IREO and Ascendas IndiaDevelopment Trust, the Indian arm of one ofAsia's largest commercial property companies,Ascendas, formed multiple joint ventures todevelop properties in India. Among theproperties to be developed through the jointventures are a large-scale, mixed-use project inChennai and a mixed-use project and SpecialEconomic Zone comprising more than 4 millionsquare feet of prospective development inCoimbatore. In aggregate, IREO has committednearly $1.5 billion to 14 announced projectsacross India, including large-scale residentialand mixed-use development projects in theDelhi region, Punjab, the Goa region, Pune andparts of Southern India, among other areas.IREO also raised the first foreign fund focusedon real estate in India.p a u l , w e i s s , r i f k i n d , w h a r t o n & G a r r i s o n l l p 2 3

FIn conjunction with our investment fundsgroup, we act as principal fund counsel for avariety of real estate investment funds.f u n d s & i n s t i t u t i o n a l i n v e s t o r sIREO Funds: a $1.6 billion family of funds which invests in Indianreal estateEmerging Markets Real Estate Funds: two funds, with aggregatecapital of $846 million, managed by the Hines organization and TrustCompany of the WestRose Smart Growth Investment Fund: owner and operator of anational portfolio of green, socially responsible buildings in smart-growth,mass-transit accessible locations. Assets include Class B office andaffordable multi-family housingIron Point Real Estate Partners: a $460 million fund which invests ina wide variety of real estate and real estate-related assetsQuinlan Private European Strategic Property Fund: investingprimarily in real estate located in Western, Central and Eastern EuropeSeveral Major Institutional Investors investing in real estate andother funds

Paul, Weiss (www.paulweiss.com) is a firm of more than 600 lawyers with diverse backgrounds,personalities, ideas and interests who collaboratively provide innovative solutions to our clients'most critical and complex legal and business challenges. We represent a varied range of clients,including some of the largest publicly and privately held corporations and financial institutionsin the U.S. and abroad. We are equally committed to representing those in need, and our probono efforts continue to benefit the world in profound ways.

Paul, Weiss, Rifkind, Wharton & Garrison LLPNew York1285 Avenue of the AmericasNew York, NY 10019-6064United StatesPhone 212-373-3000Fax 212-757-3990Washington, DC2001 K Street, NWWashington, DC 20006-1047United StatesPhone 202-223-7300Fax 202-223-7420LondonAlder Castle, 10 Noble StreetLondon, EC2V 7JUUnited KingdomPhone 44-20-7367-1600Fax 44-20-7367-1650TokyoFukoku Seimei Building, 2nd Floor2-2 Uchisaiwaicho 2-chomeChiyoda-ku, Tokyo 100-0011JapanPhone 81-3-3597-8101Fax 81-3-3597-8120BeijingUnit 3601, Fortune Plaza Office Tower ANo. 7 Dong Sanhuan ZhongluChao Yang District, Beijing 100020People’s Republic of ChinaPhone 86-10-5828-6300Fax 86-10-6530-9070/9080Hong KongHong Kong Club Building, 12th Floor3A Chater Road, CentralHong KongPhone 852-2536-9933Fax 852-2536-9622www.paulweiss.com