0001104659-05-063354 Sample Contracts

PAYMENT AGREEMENT
Payment Agreement • December 30th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Florida

THIS PAYMENT AGREEMENT (this “Agreement”) is entered into as of December 30, 2005, by and 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Advisory Agreement, dated as of April 1, 2004, between the Company and the Advisor (the “Advisory Agreement”).

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AMENDED AND RESTATED RENEWAL AGREEMENT
Renewal Agreement • December 30th, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Florida

THIS AMENDED AND RESTATED RENEWAL AGREEMENT, dated as of December 30, 2005, 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Advisory Agreement, dated as of April 1, 2004, between the Parties (the “Advisory Agreement”).

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