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 • April 4th, 2007 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec
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”.
