GUARANTY (Senior Mezzanine Loan)Guaranty • May 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS GUARANTY (“Guaranty”) is executed as of April 11, 2007, by ASHFORD HOSPITALITY LIMITED PARTNERSHIP and ASHFORD HOSPITALITY TRUST INC. (hereinafter collectively referred to as “Guarantor”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG MS RESORT HOLDINGS LLC, MS RESORT ACQUISITION LLC, MS RESORT PURCHASER LLC, ASHFORD SAPPHIRE ACQUISITION LLC AND CNL HOTELS & RESORTS, INC. DATED AS OF FEBRUARY 21, 2007Agreement and Plan of Merger • May 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts
As you may be aware, MS Resort Holdings LLC (the “Company”) is currently in the process of purchasing CNL Hotels & Resorts, Inc. (“CNL”), located at CNL Center II, 420 South Orange Avenue, Suite 700, Orlando, Florida 32801-3313. It is anticipated that the sale transaction will be consummated on or about [insert date that is 2 days after the date set for the Company stockholder vote]
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP DATED: MAY 7, 2007Limited Partnership Agreement • May 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • Delaware
Ashford Hospitality Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of Delaware on May 13, 2003.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG MS RESORT HOLDINGS LLC, MS RESORT ACQUISITION LLC, MS RESORT PURCHASER LLC, ASHFORD SAPPHIRE ACQUISITION LLC AND CNL HOTELS & RESORTS, INC. DATED AS OF APRIL 4, 2007Agreement and Plan of Merger • May 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2007 (this “Amendment”), is entered into by and among MS Resort Holdings LLC, a Delaware limited liability company (“Parent”), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Sub”), MS Resort Purchaser LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Missouri”), Ashford Sapphire Acquisition LLC, a Delaware limited liability company (“Arizona”), and CNL Hotels & Resorts, Inc., a Maryland corporation (the “Company”). Parent, Sub, Missouri and Arizona are hereinafter collectively referred to as the “Buyer Parties”.
