0000950137-07-002784 Sample Contracts

CNL HOTELS & RESORTS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2007 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Florida

This Amendment (the “Amendment”) to the amended and restated employment agreement (the “Employment Agreement”), dated May 19, 2006, between CNL Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and C. Brian Strickland (“Executive”) is made as of February 21, 2007, by and between the Company and Executive.

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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, 2007
The Agreement and Plan of Merger • February 26th, 2007 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of February 21, 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”.

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