FIRST AMENDMENT TO OMNIBUS LEASE RESOLUTION AGREEMENT

Exhibit 10.20

FIRST AMENDMENT

TO

OMNIBUS LEASE RESOLUTION AGREEMENT

THIS FIRST AMENDMENT TO OMNIBUS LEASE RESOLUTION AGREEMENT (this “Amendment”) is made as of December 30, 2008, by and among (i) PREMIER GOLF MANAGEMENT, INC., a Delaware corporation (“PGMI”), (ii) XXX X. XXXXXX, an individual (“Xxxxxx”), (iii) those entities set forth on Exhibit A attached to this Amendment (each individually, a “Landlord” and, collectively, the “Landlords”), (iv) CNL INCOME PARTNERS, LP, a Delaware limited partnership (“CNL” and, collectively with the Landlords, the “CNL Parties”), and (v) and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“Tenant” and, collectively, with PGMI and Xxxxxx, the “PGMI Parties”) (PGMI, Xxxxxx, each Landlord, CNL and Tenant, individually, a “Party” and, collectively, the “Parties”).

R E C I T A L S

WHEREAS, the Parties entered into that certain Omnibus Lease Resolution Agreement dated as of October 29, 2008 (the “Omnibus Agreement); and

WHEREAS, the Parties desire to enter into this Amendment for the purpose of memorializing and confirming their understandings and agreements relative to amendments and modifications to the terms and provisions in the Omnibus Agreement; and

WHEREAS, all defined terms used in this Amendment, as indicated by the initial capitalization thereof, shall, unless otherwise expressly defined herein, have the same meaning ascribed thereto in the Omnibus Agreement or the Leases, as applicable.

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Waiver of 2008 Deferred Rents. Section 3(a) of the Omnibus Agreement currently provides for Landlords’ deferral of certain Minimum Rent payments by Tenant until December 31, 2008. Sections 6(a), 6(b) and 6(c) of the Omnibus Agreement currently provide that, at Closing, all Deferred Rents (as defined in Section 3(a) of the Omnibus Agreement) that have not been paid to Landlords as of the Closing Date under Option 1, or as of the final Closing Date under Option 2 or Option 3, as applicable, shall be waived by Landlords. The CNL Parties hereby agree that Tenant’s obligation to pay all such Deferred Rents is hereby forgiven, waived, released and discharged in its entirety as of the date of this Amendment and that, from and after the date hereof, all remedies related to such Deferred Rents are hereby waived, released and discharged in their entirety such that the CNL Parties shall have no remedies under the Leases or otherwise with regard to, related to or arising out of the Deferred Rent from and after the date hereof.

It is further understood and agreed that, as a condition of this Agreement, solely with respect to the Deferred Rent, the CNL Parties expressly waive and relinquish any and all claims,

Page 1

rights, or benefits which may exist on their behalf under section 1542 of the Civil Code of the State of California, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Premier Golf Management, Inc. Initial		Xxx X. Xxxxx, Individually Initial		Premier Golf EAGL GP, L.L.C. Initial
CNL Income EAGL Leasehold Golf, LLC Initial		CNL Income EAGL Meadowlark, LLC Initial		CNL Income GP Corp. Initial

2. January 2009 Rent Deferral. The following shall be added as a new Section 3(c) to the Omnibus Agreement:

“(c) Landlords agree to defer payment of aggregate Minimum Rent due and payable under the Leases for the month of January 2009 in the amount of $2,266,855.82 (the “January 2009 Rent Deferral”). The entire amount of the January 2009 Rent Deferral shall be due and payable monthly, on a straight-line basis, during subsequent Lease Years to be mutually agreed-upon between Landlords and Tenant, as additional Minimum Rent, together with the Minimum Rent then due and payable under the Leases. The January 2009 Rent Deferral shall not be construed or deemed in any manner whatsoever to constitute a concession or forgiveness of Rent by Landlords in favor of Tenant under the Leases. The January 2009 Rent Deferral shall not, and does not, constitute a waiver of any rights or remedies of Landlords to fully enforce the terms and conditions of any of the Leases, and all terms and provisions of, and rights and remedies of Landlords under, the Leases hereby remain in full force and effect.”

3. Future L/C Obligations. The “December 31, 2008” date set forth in two (2) places in Section 3(b) of the Omnibus Agreement is hereby amended to read “February 28, 2009” in both places it appears in such Section 3(b).

4. Ratification. The terms and provisions in the Omnibus Agreement are deemed amended if and to the extent inconsistent with the terms and provisions in this Amendment. Otherwise, the terms and provisions in the Omnibus Agreement are hereby ratified and confirmed by the Parties.

5. Binding Effect. This Amendment shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and assigns.

6. No Other Amendment. Except as modified herein, all other terms and conditions of the Omnibus Agreement shall continue in full force and effect.

Page 2

7. Execution of Amendment. A Party may deliver executed signature pages to this Amendment by facsimile or electronic transmission to the other Party, which facsimile or electronic copy shall be deemed to be an original executed signature page. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties hereto had signed the same signature page.

Signatures appear on following page.

Page 3

IN WITNESS WHEREOF, each Party has caused this Amendment to be executed and delivered in its name by a duly authorized officer as of the date first set forth above.

PGMI PARTIES

PGMI:		PREMIER GOLF MANAGEMENT, INC.,
		a Delaware corporation
		/s/    Xxx X. Muncsh
		Name:		Xxx X. Xxxxxx
		Title:		President
XXXXXX:		/s/    Xxx X. Muncsh
		XXX X. XXXXXX, individual
TENANT:		EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership
		By:		PREMIER GOLF EAGL GP, L.L.C.,
				a Delaware limited liability company,
				General Partner
		By:		/s/    Xxx X. Muncsh
		Name:		Xxx X. Xxxxxx
		Title:		President

Page 4

CNL PARTIES

LANDLORDS:		CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL LEASEHOLD GOLF, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President

Page 5

		CNL INCOME EAGL MEADOWLARK, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME EAGL LAS VEGAS, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME CANYON SPRINGS, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME CINCO RANCH, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME FOSSIL CREEK, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME PLANTATION, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President

Page 6

		CNL INCOME CLEAR CREEK, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME LAKE PARK, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME MANSFIELD, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME CINCO RANCH, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME MESA DEL SOL, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME LAKERIDGE, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President

Page 7

		CNL INCOME ROYAL XXXXXXX, LLC,
		a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME PAINTED HILLS, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME FOX MEADOW, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME WEYMOUTH, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
		CNL INCOME SIGNATURE OF SOLON, LLC, a Delaware limited liability company
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President

Page 8

		GRAPEVINE GOLF CLUB, L.P., a Delaware limited partnership
		By:		GRAPEVINE GOLF, L.L.C.,
				a Delaware limited liability company,
				General Partner
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President
CNL:		CNL INCOME PARTNERS, LP,
		a Delaware limited partnership
		By:		CNL INCOME GP CORP.,
				a Delaware corporation
		By:		/s/    Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Senior Vice President

Page 9

EXHIBIT A

LANDLORDS

1. CNL Income Canyon Springs, LLC, a Delaware limited liability company

2. CNL Income Cinco Ranch, LLC, a Delaware limited liability company

3. CNL Income Fossil Creek, LLC, a Delaware limited liability company

4. CNL Income Plantation, LLC, a Delaware limited liability company

5. CNL Income Clear Creek, LLC, a Delaware limited liability company

6. CNL Income Lake Park, LLC, a Delaware limited liability company

7. CNL Income Mansfield, LLC, a Delaware limited liability company

8. CNL Income Mesa Del Sol, LLC, a Delaware limited liability company

9. CNL Income Lakeridge, LLC, a Delaware limited liability company

10. CNL Income Royal Xxxxxxx, LLC, a Delaware limited liability company

11. CNL Income Painted Hills, LLC, a Delaware limited liability company

12. CNL Income Fox Meadow, LLC, a Delaware limited liability company

13. CNL Income Weymouth, LLC, a Delaware limited liability company

14. CNL Income Signature of Solon, LLC, a Delaware limited liability company

15. Grapevine Golf Club, LP, a Delaware limited partnership

16. CNL Income EAGL Southwest Golf, LLC, a Delaware limited liability company

17. CNL Income EAGL West Golf, LLC, a Delaware limited liability company

18. CNL Income EAGL North Golf, LLC, a Delaware limited liability company

19. CNL Income EAGL Midwest Golf, LLC, a Delaware limited liability company

20. CNL Income EAGL Mideast Golf, LLC, a Delaware limited liability company

21. CNL Income EAGL Leasehold Golf, LLC, a Delaware limited liability company

22. CNL Income EAGL Meadowlark, LLC, a Delaware limited liability company

23. CNL Income EAGL Las Vegas, LLC, a Delaware limited liability company

Page 10