KENNETH ALLEN ANDERSON

Woodland Hills, CA 91364 (310) 801-8834 KAAnderson99@gmail.com

EXPERIENCE
MILLENNIUM HOTELS AND RESORTS, Greenwood Village, Colorado Vice President of Legal & General Counsel (February 2011 - December 2013)

Managed legal and risk management functions for global hospitality company, with primary focus on operations and ownership throughout the companys North American region, including with respect to real estate, labor & employment, litigation, hotel management, architecture & construction, intellectual property, PCI data security, privacy, crisis response, risk management and compliance Advised and guided Board of Directors, executive team, business units, and individual properties in mitigating critical legal risks related to development and implementation of business strategy in order to maximize returns Identified and analyzed complex legal issues and provide solutions/strategies to Board, executive team and others with respect to legal and compliance matters Developed overall strategic plan for legal, compliance, litigation resolution (including trial strategy and settlement negotiations), risk assessment and mitigation, and ensured plan implementation Responsible for corporate filings, maintenance and compliance for over 100 entities globally Monitored and advised concerning new and proposed legislation potentially impacting the company, its properties and overall business Responsible for maintaining relations and negotiating on companys behalf with internal and external clients Ensured compliance with international, federal, state, and local statutory and regulatory requirements Drafted and updated tracking and summary documents, form agreements, policies, and procedures Served as liaison with outside legal firms and monitored and evaluated their activities and costs Controlled department budget to ensure optimum deployment of resources within approved budget by utilizing in-house resources and efficient management of outside counsel Worked with Board, executive team and business units to develop, modify and implement policies and procedures throughout the organization Negotiated collective bargaining agreements, MOUs, and settled grievances and related disputes with employee unions and union member employees at major urban hotels Advised and negotiated entity and property acquisitions and dispositions and managed related RFP and due diligence processes Advised concerning prospective mergers and acquisitions opportunities. Provided legal advice and support regarding intellectual property matters Negotiated commercial leases, ground leases, concession agreements, licenses, equipment leases, and similar agreements Performed key role in diverse range of risk management activities Developed training materials; ensured required training of legal, administrative, and other personnel

APERTOR HOSPITALITY, LLC, Los Angeles, CA Senior Advisor & Acting General Counsel (October 2009 - February 2011)

Provided legal and business consultancy services for various clients, including Apertor, a hospitality investment and advisory firm, advising with respect to corporate strategy and management as well as legal support in connection with hospitality-related real estate and corporate transactional matters Advised in connection with both asset specific and broader market feasibility and impact analyses; due diligence; prepared firm RFP packages and responses to third party RFPs Identified and analyzed complex legal issues, and provided quick and practical solutions and strategies to address, the whole range of legal and compliance matters Structured, documented and maintained various third party relationships, including with firm clients, joint venture partners, investors, lenders, brokers, governmental agencies, and vendors Heavy contract negotiation and drafting, including of hotel purchase and/or management agreements, services agreements, NDAs, L/Cs, LOIs, restructuring and workout agreements, etc.

HILTON HOTELS CORPORATION, Beverly Hills, CA Vice President & Senior Counsel (May 1998 - September 2009)

Formed and headed the global Real Estate, Finance, Asset Management, and Development practice group within Hiltons legal department, providing legal support in connection with the full range of relevant activities of and issues encountered by the company, including with respect to more than 4,000 owned, partly-owned, managed, and/or franchised properties comprising 10 different brands (including Hilton, Hilton Garden Inn, Doubletree, Embassy Suites, Hampton Inn, Homewood Suites, Conrad, Waldorf Astoria) in more than 90 countries worldwide Supervision of global team of lawyers, paralegals, database analysts, and support staff Acquisition, development and disposition of hotel- and resort-related properties Formation and winding-up of joint ventures, partnerships and strategic alliances Negotiation of management agreements for hotel properties, and for health clubs, spas, restaurants, parking operations, golf courses ancillary to hotel and resort properties Origination and restructuring of secured and unsecured loans, credit facilities and project financing Securitization of real and personal property (mortgages, UCC filings and title transfers) Negotiation of ground leases, commercial leases, concession agreements, licensing, equipment leases Formation and structuring of condominium/multi-unit owner projects and agreements Oversight and coordination of due diligence in connection with corporate mergers and acquisitions Compliance with federal, state and international statutory and regulatory requirements Counsel to senior management, Board of Directors and other internal clients, legal troubleshooting Liaison with owners, partners, asset managers and lenders Drafting of architect and construction agreements; construction and capital expense project oversight Franchise business development support and system enforcement Training of legal and business team professionals and other personnel Involvement with human resources, tax, labor, disclosure, lobbying, and industry relations issues

OMELVENY & MYERS, LLP, Newport Beach, CA (June 1994 - May 1998) PETTIT & MARTIN, LLP, Newport Beach, CA (June 1991 - June 1994) IRELL & MANELLA, LLP, Los Angeles, CA (September 1989 - May 1991)

At all three law firms, broad real estate and corporate practice, with emphasis on transactional matters Numerous complex transactions, including negotiation, drafting and review of required documentation, full scope of due diligence, all aspects of closings; loan restructurings and workouts Environmental permitting and remediation; working within EPA, CEQA and related framework Representation of major commercial and residential property developers, owners, asset managers, institutional lenders and investors, including private equity firms; hospitality practice Financing transactions secured by real and/or personal property, commercial and industrial leases Corporation, partnership, joint venture, and other commercial agreements; ground leases Multistate real property, commercial loan, and other commercial portfolio transactions Corporate acquisitions and restructurings; M&A; project management Litigation support, including extensive discovery and participation in settlement proceedings

EDUCATION Yale Law School, New Haven, CT (Juris Doctor, 1989) University of Southern California, Los Angeles, CA (Bachelor of Arts, Political Science, 1985)

PROFESSIONAL MEMBERSHIPS California State Bar - admitted 1989

Colorado State Bar - admitted 2011 U.S. Court of Appeals - Ninth Circuit U.S. District Court - Central District, California American Bar Association Arapahoe County Bar Association Association of Corporate Counsel

KENNETH ALLEN ANDERSON

Woodland Hills, CA 91364 (310) 801-8834 KAAnderson99@gmail.com

REPRESENTATIVE EXPERIENCE; MATTERS AND TRANSACTIONS GENERAL COUNSEL, SENIOR ADVISOR & CONSULTANT

Effectively negotiated and finalized new and renewed collective bargaining agreements for large hotels in major urban markets on generally favorable terms; developed effective strategies to address issues creating ammunition for aggressive unionizing activities. Settled wide array of union grievances impacting multiple properties; took lead in developing and implementing strategies for more effective and less adversarial relationships with individual unions and in dealing with individual or team employee cases. Supervised all litigation involving the company as plaintiff, defendant, or otherwise, including case strategy, decision-making, arbitration, mediation, and dispute resolution; supervision of outside counsel and consultants; examples include litigated and ultimately settled multiparty lawsuit arising out the 9/11 terrorist attacks on the WTC in NYC, and $32 Million construction defect case. Managed response to major data breach; coordinated companys contingency and compliance policy for data breach and development of credit card and privacy data security and all related work in identifying and remedying system vulnerabilities, crafted policies and procedures and implemented training to ensure, ongoing PCI and privacy-related compliance. Led biannual audits of company's benefits plans and administration resulting in identification and recoupment of an average savings of more than $250K attributable to improper charges and expenses over 2 year period, including elimination of benefits paid to improper or ineligible benefit to dependents claimed under company plans. Developed and proposed a major restructuring of the companys North American operations and asset ownership in order to improve operating efficiencies, streamline internal review, approvals and administrative processes, and eliminate redundancies. Responsible for all corporate filings, entity maintenance and compliance for more than 120 entities located or operating in jurisdictions all across the globe, and for creation, dissolution and monitoring company joint venture and partnerships. As sole attorney, address and successfully resolve all matters of a legal nature whatsoever, including all matters having a significant legal component, impacting, relating to or otherwise affecting the company.

SENIOR IN-HOUSE COUNSEL

Lead in-house attorney responsible for all asset specific, including financial, due diligence in connection with M&A transactions including Hiltons $3.7 Billion acquisition of Promus Hotels Corporation in 1999, Hiltons $5.7 Billion acquisition of Hilton International in 2005, and the $26 Billion acquisition of Hilton by Blackstone Group in 2007. Closed 63 real property sales between 2005 and 2007 totaling in excess of $4.3 Billion, including negotiation of long term hotel management and/or franchise agreements, and significant property improvement plans, for 56 of these properties. Negotiated strategic development agreements with local developers to construct (a) 25 focused service hotels throughout Eastern Europe, (b) 12 such hotels throughout India, and (c) 5 such hotels throughout Southern China. Acquired land and formed joint venture with development partner to construct 1,400 room convention center hotel in Orlando, Florida for total project cost of approximately $383 Million; coordinated and supervised project zoning, entitlements, and title review; negotiated and drafted contribution and joint venture agreements, architect and construction agreements, hotel management agreement, construction and take-out loan documents, retail, restaurant, and numerous other agreements in connection with same.

Acquired land and formed joint venture to construct 30-story, 1,190 room convention center hotel and waterfront park on 4.3 acres of former US Naval shipyard in San Diego, California for a total project cost of approximately $350 Million; similar deal structure and components as Orlando project above except for addition of major 7-year environmental remediation and permitting component involving extensive participation of and approvals by multiple federal and state agencies and related regulatory overlays. Negotiated and closed largest single hotel sale (as of 2007 closing date) in Washington, D.C. history for $290 Million, subject to extensive property improvement plan in excess of $100 Million and 25-year (plus two 5 year extensions) management agreement. Negotiated, structured and closed sale of 10 hotels located in 6 countries throughout Europe for aggregate purchase price of 566 Million Euros (approximately $779 Million); sale involved complex tax and jurisdictional incentives and collaboration with Workers Councils, 9 of 10 such properties subject to long term management post-closing and extensive property improvement plans. Negotiated approximately 73 individual hotel management agreements, 14 franchise license agreements, and 10 hotel operating leases (many of these application to multiple properties) for Hilton Family of Brands properties located throughout North America, Europe, the Middle East, and Asia. Cumulative NPV of these management agreements alone, based on conservative assumptions including nonrenewal of terms where at owner option, at time of execution totaled $798.6 Million. Negotiated and documented more than two dozen ground leases, and literally hundreds of retail, spa, office, parking, sales office and call center space leases, with Hilton as landlord in connection with many such leases and as tenant in connection with dozens of others; during my tenure, Hiltons Leasing Department consistently generated annual revenues in excess of $50 Million. Negotiated, structured and restructured numerous joint venture and partnership agreements, including multiple asset portfolios; closed numerous financing and refinancing transactions, involving Hilton as borrower, lender, hotel operator, and/or franchisor.

LAW FIRMS PRACTICE

Represented clients in numerous acquisitions and disposition of various types of businesses and real property, including hotels and resorts, office buildings, industrial parks, shopping centers, golf courses, major sports teams, nursing and retirement homes, medical and legal practices and other operating businesses, and vacant land (including land subject to CERCLA requirements). Advised corporate clients in connection with a variety of commercial issues, matters and agreements, including sales contracts, licenses, confidentiality agreements, non-competition agreements, and various operational matters. Represented lenders, borrowers and loan servicers in various secured and unsecured financing transactions, including negotiation and preparation of loan documentation, loan workout and modification documentation, and related due diligence. Served as lead attorney in acquisition of portfolio of 34 properties throughout California for a total purchase price of $230 Million; negotiated and prepared purchase agreements, side letter agreements, loan termination and assignment and assumption documents, reciprocal easement and access agreements, and partnership and joint venture agreements; coordinated due diligence and closing matters. Served as co-lead attorney in acquisition of 62 properties in 12 states for a total purchase price of $512 Million. Scope of responsibility same as above, with addition of amendment to various partnership and similar agreements, diligence in multiple jurisdictions, and coordination of local counsel work. Represented major California public utility company in the marketing and sale of 27 hydroelectric facilities located throughout the state and excess lands as required by deregulation; coordinated preparation of schematics identifying components related to production of electricity and components relating to distribution of same, negotiated and drafted purchase agreements, access and easement agreements, interim operating agreements and similar documentation all in connection with same; coordinated related due diligence and performed numerous other "hydro team" leader responsibilities. Responsible for all facets of $325 Million loan made by major international financial institution to private equity firm for purpose of acquiring regional grocery store chain with operations in 7 states; including due diligence and securitization by recorded liens on all 106 store properties and financing statements covering appropriate equipment and other personal property, negotiation, preparation and finalization of loan documents and the myriad of requirements for closing. Represented major owner of office buildings located throughout the U.S. and Canada in negotiation of tenant leases. Successfully addressed and resolved numerous corporate organization, compliance and maintenance matters.