FIRST AMENDMENT TO RENEWAL AGREEMENT

 

 

THIS FIRST AMENDMENT TO RENEWAL AGREEMENT (this “First Amendment”), dated as of June 30, 2005, is between CNL HOTELS & RESORTS, INC. (f/k/a CNL Hospitality Properties, Inc.), a Maryland corporation (the “Company”), and CNL HOSPITALITY CORP., a Florida corporation (the “Advisor”). (Each a “Party”, and collectively the “Parties”). Defined terms used herein but not otherwise defined shall have the meanings ascribed to such terms in that certain Renewal Agreement, dated as of March 31, 2005, by and between the Parties (the “Renewal Agreement”).

 

 

WHEREAS, the Parties previously have entered into the Renewal Agreement; and

 

WHEREAS, Paragraph Three of the Renewal Agreement provides that (i) in the event that the Parties cannot agree, after good faith negotiations, upon a new Rate on or before July 1, 2005 (the “Arbitration Date”), the Parties shall submit the determination of the Rate to binding arbitration, so long as such arbitration shall not be inconsistent with applicable law or the Company’s Articles of Amendment and Restatement, as amended (the “Charter”), and (ii) if it is determined by the Company that arbitration is specifically inconsistent with applicable law or the Charter, the Company shall notify the Advisor in writing prior to July 1, 2005 (the “Notification Date”) and the Parties will negotiate in good faith to agree upon an alternative method to determine the new Rate; and

 

WHEREAS, the Parties desire to extend until August 1, 2005 the Arbitration Date and the Notification Date upon the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties agree as follows:

 

1.  Paragraph Three of the Renewal Agreement is amended by deleting the reference to July 1, 2005 in each of the fifth and sixth sentences and replacing

such date with August 1, 2005.

 

2.  Except as amended above, the Renewal Agreement shall remain in full force and effect.

 

3.  This First Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, together, shall constitute a single instrument.