RENEWAL AGREEMENT
THIS
RENEWAL AGREEMENT, dated
as
of March 30, 2006, 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”).
R
E C I T A L S:
WHEREAS,
the
Parties entered into that certain Advisory Agreement dated as of April 1, 2004
(the “Advisory Agreement”), pursuant to which the Advisor provides the Company
with certain advisory services relating to, among other things, acquisition
and
financing transactions; and
WHEREAS,
the
Parties entered into that certain Renewal Agreement, dated as of March 31,
2005
(the “2005 Renewal Agreement”), pursuant to which, among other things, the
Advisory Agreement was amended and renewed for an additional one-year term;
and
WHEREAS,
beginning on June 30, 2005, the Parties entered into successive amendments
to
the 2005 Renewal Agreement (collectively with the 2005 Renewal Agreement, the
“Amended 2005 Renewal Agreement”); and
WHEREAS,
on
December 30, 2005, the Parties entered into an Amended and Restated Renewal
Agreement (the “Amended and Restated Renewal Agreement”), which amended and
restated the Amended 2005 Renewal Agreement and amended the Advisory Agreement
(as so amended, the “Amended Advisory Agreement”); and
WHEREAS,
on
December 30, 2005, the Parties entered into the Payment Agreement (the “Payment
Agreement”), which provides for, among other things, an acknowledgement and
agreement of the Advisor to irrevocably waive the right to payment of all
Acquisition Fees and Asset Management Fees (each as defined in the Amended
Advisory Agreement) payable by the Company to the Advisor under the Amended
Advisory Agreement for the period from and including January 1, 2006 through
and
including June 30, 2006 (collectively, the “Relinquished Fees”); and
WHEREAS,
the
Amended Advisory Agreement will terminate on March 31, 2006, unless renewed
by
the mutual consent of the Parties; and
WHEREAS,
all
of
the Directors of the Company have evaluated the Advisor’s performance during the
prior year and are willing to enter into this Agreement; and
WHEREAS,
the
Parties desire to renew the Amended Advisory Agreement for an additional
three-month term 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. The
Amended Advisory Agreement is renewed for an additional three-month term
commencing on April 1, 2006, and terminating on June 30, 2006.
2. Except
as
amended above, the Amended Advisory Agreement shall remain in full force and
effect.
3. The
Payment Agreement shall remain in full force and effect, including, without
limitation, with respect to the Relinquished Fees.
4. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, together, shall constitute a single
instrument.
SIGNATURE
PAGES APPEAR ON THE FOLLOWING PAGE
IN
WITNESS WHEREOF,
the
Parties have duly executed this Agreement as of the date and year first above
written.
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CNL
HOTELS & RESORTS, INC.
(f/k/a
CNL Hospitality Properties, Inc.)
By: /s/
C. Xxxxx
Xxxxxxxxxx
Name:
C.
Xxxxx Xxxxxxxxxx
Its:
Executive
Vice President and Chief Financial Officer
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CNL
HOSPITALITY CORP.
By:/s/
Xxxxx X. Xxxxxx, Xx.
Name:
Xxxxx
X. Xxxxxx, Xx.
Its:
Chairman
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