0000950123-04-008546 Sample Contracts

EXHIBIT 10.90 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • Delaware
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] Shares Common Stock
Underwriting Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • New York
FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of 2004, by and among CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation (the “Company”), and CNL REAL ESTATE GROUP, INC., a Florida corporation, and JAMES M. SENEFF, JR., ROBERT A. BOURNE, C. BRIAN STRICKLAND, THOMAS J. HUTCHISON, III, JOHN A. GRISWOLD, PAUL H. WILLIAMS and BARRY A. N. BLOOM (collectively, the “Stockholders”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • Florida

This Agreement and Plan of Merger (the “Agreement”) is entered into as of the 29th day of April 2004, by and among CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation (“CHP”), CNL HOSPITALITY PROPERTIES ACQUISITION CORP., a Florida corporation and wholly-owned subsidiary of CHP (“CHPAC”), CNL HOSPITALITY CORP., a Florida corporation (the “Advisor”), and CNL REAL ESTATE GROUP, INC., a Florida corporation (“CREG”), FIVE ARROWS REALTY SECURITIES II, LLC, a Delaware limited liability company (“FARS”), the other stockholders of the Advisor listed on the signature page hereto under the heading “Stockholders” (collectively, the “Other Stockholders”) and by this reference made a party hereof (CREG, FARS, and the Other Stockholders, are each referred to herein as a “Stockholder” and collectively referred to as the “Stockholders”), and CNL FINANCIAL GROUP, INC., a Florida corporation (“Guarantor”). CHP, CHPAC, the Advisor, the Stockholders and Guarantor are referred to collectively herein a

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